Hallmark Technologies Takeover Bid

On November 13, 2000, the senior management of Hallmark Technologies Inc. (Hallmark), HTI Acquisition Inc., submitted a takeover bid proposal to buy all the outstanding shares of Hallmark in a going-private transaction. The offer includes $4 per common share in cash plus a share of the net proceeds from any sale of Hallmark’s interest in All Sign Products Inc. The aggregate value of the transaction is $22.4 million.

Based in Windsor, Ontario, Hallmark is an industry leader with over 25 years of experience in the design, engineering and manufacture of sophisticated, custom steel molds used in the injection molding of precision plastic components, primarily for the automotive industry. The company has about 5.6 million shares outstanding.

Representing the special committee of Hallmark’s board of directors are Graham Gow and Vito Ciraco (securities) and Gabrielle Richards (tax) of McCarthy Tétrault. The offeror, HTI Acquisition Inc., is represented by Blake, Cassels & Graydon LLP, with a team comprised of Kenneth Pearce, Kim Harle and Tamara Howarth (securities), Gary Shiff, Ian Binnie and Debbie Caruso (corporate and financial services), and Peter Lee and Chris Van Loan (tax).

Elizabeth Breen and Joel Scoler (financial services) and Robert Milnes (corporate) of Smith Lyons represent the subordinated debt lenders, RoyNat Capital Inc. and CCFL. Harvey Tanzer, David Rosenberg, Philip Taylor (financial services) of Chaiton & Chaiton LLP act for the term lenders, RoyNat Capital Inc. and Export Development Corporation. Brian Wright of Aird & Berlis represents Scotiabank with respect to the credit facility.