Maple Leaf Foods Acquires Schneider

On April 5, 2004, Smithfield Foods, Inc. completed a previously announced sale of the Schneider Corp. to Maple Leaf Foods Inc. for approximately $497 million subject to closing adjustments, including the assumption by Maple Leaf of Schneider’s outstanding debt. A portion of Smithfield Foods’ interests in Schneider was held through Smithfield Canada Ltd. and, as a preliminary step in the sale of Schneider, Smithfield Foods purchased all of the outstanding exchangeable shares of Smithfield Canada.

Maple Leaf was represented by Osler, Hoskin & Harcourt LLP, with a team that included Don Ross, Don Gilchrist, Paolo Berard, Sachin Davé, Andrea Whyte and Joseph Cosentino (M&A, corporate), Tim Kennish, Michelle Lally and Kevin Ackhurst (competition), David Tetreault and Julie Colden (tax), Sean Love (environmental), Jason Hanson and Scott Waterhouse (labour and employment), Deron Waldock (pensions), Lee Muirhead (intellectual property), Laurie Barrett, Michael Matheson, Lisa Shostack, Charles Zienius and Stacy Swartz (financial services) and Monica Biringer (tax-debt financing).

Smithfield Foods was represented by McCarthy Tétrault LLP, with a team that included Rene Sorell, Shea Small and Ian Michael (corporate finance, M&A), Doug Cannon, Patrick McCay and Simon Proulx (tax), Oliver Borgers (competition), Richard Nixon and Karen Bock (labour and employment), Lorraine Allard (pensions), Doug Thomson (environmental), Bram Green (real property) and Navin Khanna and David Ma (technology, communications and intellectual property). Miller Thomson LLP assisted Schneider with acquisition related financial restructuring and Competition Act filing with a team that included Bob Warren, Eric Schneider and Teresa Douma.

In connection with its equity standby commitment to Maple Leaf, the Ontario Teachers’ Pension Plan Board was represented by Michael Padfield, senior legal counsel, investments, and Paul Findlay of Borden Ladner Gervais LLP.

In connection with Maple Leaf’s debt financing, the lenders were represented by Richard McIvor of Blake, Cassels & Graydon LLP. Schneider’s senior debentureholders were represented by Martha McKinnon and Rosella Santilli of Ogilvy Renault.