Newalta Transactions

Newalta’s board of directors rejected an unsolicited takeover bid initiated on May 2, 2001 by Canadian Crude Separators Inc. and withdrawn on July 9, 2001. Newalta’s shareholders demonstrated endorsement of the board’s decision to reject the $180 million offer in favour of implementing Newalta’s business plan.

In a deal announced on June 5, 2001 and closed on June 20, 2001, Newalta acquired the industrial wastewater recovery facilities of Aqua-Pure Ventures Inc. and entered into a multi-year strategic alliance in which Aqua-Pure granted Newalta rights to market and use Aqua-Pure’s proprietary evaporator and electrofloc technologies for consideration of approximately $3.5 million.

Pursuant to a letter of intent signed on June 11, 2001, Newalta agreed to acquire all of the outstanding securities of Anadime Corporation in a deal valued at approximately $17 million. The execution of definitive documentation was deferred to July 6, 2001, the expiry date of the extended and amended offer of Canadian Crude, to permit shareholders of Newalta an opportunity to tender to the offer had they so desired. The acquisition was subsequently effected by a statutory plan of arrangement under which each common share of Anadime was exchanged for 0.17 common shares of Newalta.

Bennett Jones LLP in Calgary acted for Newalta on all three transactions with a team that included Vance Milligan, Paul Farion and Darrell Peterson (M&A), Took Whiteley, Michael Boehm and Tara Kerr (corporate/commercial), Marty Kay and Beth Riley (competition), Richard Low and Scott Bower (litigation), Darcy Moch (tax) and Farouk Adatia (real property). Canadian Crude Separators was represented by a team at Macleod Dixon LLP, including Robert Engbloom, Kent Kufeldt, Lianne Tysowski and Kirk Litvenenko (M&A), Al Gourley and Huy Do (competition), Darren Hueppelsheuser (tax) and Steven Leitl (litigation). Aqua-Pure sought advice from Keith Templeton, Niall Armstrong and Jerry Schramm of Lawson Lundell, and Harley Winger and Roger MacLeod of Burstall Winger LLP represented Anadime.