Minacs Worldwide Acquires Phoenix Group

Minacs Worldwide Inc. completed the acquisition of Michigan-based Phoenix Group, a division of Moore North America, the U.S. operating subsidiary of Moore Corporation Limited, for a purchase price of approx-imately $41 million. The deal closed on November 7, 2001. The transaction was structured as an asset purchase deal whereby Minacs Worldwide acquired the assets and business contracts of Phoenix Group. Minacs Worldwide is a leading provider of customer relationship management services. The acquisition of Phoenix Group strengthens Minacs’ leadership position in the CRM services market. The transaction was structured as an asset purchase deal whereby Minacs Worldwide acquired the assets and business contracts of Phoenix Group.

To finance the acquisition and to refinance existing debt, Minacs Worldwide entered into $53 million senior secured syndicated financing arrangements with CIBC, as agent, and the Bank of Nova Scotia as lender; and $35 million subordinate syndicated financing arrangements with CCFL Subordinated Debt Fund (III) Limited Partnership and the Royal Bank of Canada, acting through its division, RBC Capital Partners. In connection with this syndicated financing, the company issued 882,857 warrants to CCFL and 662,143 warrants to RBC. Each warrant is exercisable for one common share in the company for an exercise price of $4.10 per warrant. The expiry date of the warrants is June 6, 2006.

Brian Levett, Joanne Lucas and Robert Stewart of Miller Thomson LLP in Toronto represented Minacs Worldwide with respect to the acquisition. The Moore Corporation was represented by in-house counsel Jennifer Estabrook in the U.S., along with Allan Williams, Ronald Kornreich and Adrienne Mundy-Shephard of Proskauer Rose LLP in New York, and in Canada by Randall Pratt of Osler, Hoskin & Harcourt LLP.

Nora Osbaldeston, James Proskurniak and Tom Tower of Miller Thomson in Toronto represented Minacs Worldwide with respect to both the senior and subordinate financing arrangements, with assistance for these transactions provided by Stephen Georgas (IP), Susan Manwaring and Doug Han (tax), John Tidball (environmental), Greg Callahan and Brent Duguid (pensions) and Michael Wren (real estate) also of Miller Thomson. Joel Scoler, Rasha El sissi, Justin Lapedus, Anne Feehely and Susan Spence (real estate) of McCarthy Tétrault LLP in Toronto and Richie Clarke (business) in London, represented CIBC, as agent, and the lenders under the senior syndicated financing. James Shanks, Debbie Caruso and Neil Herle (financial services), Chris Hewat and John Wilkin (corporate securities) and David O’Brien (real estate) of Blake, Cassels & Graydon LLP in Toronto represented CCFL and RBC Capital Partners under the subordinate syndicated financing.