Georgia Gulf Acquires Royal Group Technologies for $1.7B

On October 3, 2006 Georgia Gulf Corporation of Atlanta, Georgia completed its previously announced acquisition of Royal Group Technologies Limited of Toronto in an all cash and assumed debt transaction, which values Royal Group at approximately $1.7 billion. The closing of the acquisition brings to an end a 16-month public sale process for Royal Group that began in May 2005, when Cerberus Capital Management LP publicly announced that it had obtained support agreements from holders of 19.9 per cent of Royal Group's outstanding shares and that it wished to perform a due diligence investigation of Royal Group with a view to making an offer for 100 per cent of the company.

In response to the Cerberus announcement, Royal Group commenced a process to consider strategic and financial alternatives to maximize value for shareholders. Cerberus entered into an agreement with Royal Group to enable it to participate in that process. More than 30 other parties participated at some level in the acquisition process. From among the various interested parties, Georgia Gulf emerged as the successful bidder, and the agreement between Georgia Gulf and Royal Group that contemplated a plan of arrangement pursuant to which Royal Group would become wholly owned by Georgia Gulf was announced on June 9, 2006.

Georgia Gulf was represented by general counsel Joel Beerman with a team from Jones Day led by John Zamer and including Michael Blais, Sidney Brown, R. Mason Cargill, Christopher Carson, Lillian Caudle, Christopher Dillon, Robert Etter, María Fernanda Farall, Edwin Fountain, Gregory A. Gorospe, John Grady, Marc Granger, Sara Hanig, Arthur Kent, James Landon, Rory Lyons, Michael McConnell, Michelle Moore, L. Trammell Newton Jr., David Phillips, Lisa A. Stater; and an Osler, Hoskin & Harcourt LLP team led by Stephen Sigurdson that included Jeremy Fraiberg, Adam Grabowski and John Valley (corporate/securities/M&A), David Tetreault, Drew Morier and Caroline D'Elia (tax), Larry Lowenstein, Laura Fric and Craig Lockwood (litigation), Lee Muirhead (IP), Richard Borins, Laurie Shieff and Tara Elliott (lending), Paul Morassutti and Jack Cook (real estate), Peter Glossop and Paul Winton (regulatory), Dan Kirby (environmental), Damian Rigolo (employment), and Paul Litner and Anna Zalewski (pensions).

Goodmans LLP acted as counsel to Royal Group throughout the process that commenced with the Cerberus announcement and culminated in the completion of the acquisition by Georgia Gulf. The Goodmans' team, which worked with Royal Group general counsel Scott Bates, was led by Stephen Halperin and included Robert Vaux, Kari MacKay, Michael Partridge, Meredith Roth, Catherine Youdan (corporate/M&A), John Keefe, Tom Friedland and Rachelle Dickinson (litigation), Joe Conforti (employment), Tom Macdonald (real estate), Richard Annan (competition), Maureen Berry (tax) and Jana Steele (pensions).

Cerberus was represented by Stikeman Elliott LLP with a team that included Marvin Yontef, Elizabeth Breen, Brian Pukier and Stacey Hoisak.