Permira, a leading European private equity firm, along with Caisse de dépôt et placement du Québec (CDPQ) and Fonds de solidarité F.T.Q. (Fonds) completed the acquisition of Atrium Innovations Inc. (Atrium), a leader in the development, manufacturing and commercialization of innovative, science-based natural health products.
The acquisition was carried out pursuant to a plan of arrangement whereby all of the outstanding common shares of Atrium, other than the shares rolled over by CDPQ and Fonds, were acquired by an entity backed by the Permira funds for a cash consideration of $24 per share, and all of the outstanding 5.75 per cent convertible unsecured subordinated debentures of Atrium were acquired by Atrium for a cash consideration of approximately $1,150 for each $1,000 of outstanding principal amount of debentures. The shareholders and debentureholders approved the arrangement at a special meeting held on Jan. 21, 2014. The final order approving the arrangement was granted by the Québec Superior Court on Jan. 27, 2014, and the transaction closed on Feb. 13, 2014. In addition, a debt offering of approximately US$625M was completed by way of private placement as part of the transaction.
Permira was represented in Canada by Stikeman Elliott LLP with a team led by Robert Carelli which included Hadrien Montagne, Barbara Sheng, Julien Michaud, Olivier Godbout and Julien Lefebvre (corporate and securities); Luc Bernier, Franco Gadoury and Judith Charbonneau Kaplan (tax); Howard Rosenoff, Laura Salvati and Sarah Shapiro (financing); Charles Nadeau and Frédéric Paré (plan of arrangement); Jeffrey Brown, Justine Whitehead, Ryan Sheahan and Megan MacDonald (regulatory); Alexandra Stockwell (IP), Myriam Fortin (environment) and Diana Theophilopoulos (employment).
Permira was represented in the US by Skadden, Arps, Slate, Meagher & Flom LLP with a team including Allison Schneirov, Stephanie Teicher, Reuben Kobulnik and Oren Henry.
Atrium was represented by an in-house team led by David Torralbo, Vice President, Corporate and Legal Affairs, that included Étienne Morency and Santina Pendino; and was assisted by a team from Osler, Hoskin & Harcourt LLP led by Robert Yalden that included Christopher Main, Hugo-Pierre Gagnon, Raphael Amram, Jeremy Brisset and Victoria Au (corporate and securities); Shuli Rodal (regulatory), Fabrice Benoît and Julien Morissette (litigation); Etienne Massicotte (financial services), and François Auger and Julia Wang (tax).
CDPQ was represented by an in-house team led by Anne-Marie Laberge, and Fonds was represented by an in-house team led by Jodi Lackman. External assistance to CDPQ and Fonds was provided by a team from Davies Ward Phillips & Vineberg LLP led by Franziska Ruf and included Marie-Emmanuelle Vaillancourt (tax).
Atrium's special committee was represented by a team from Norton Rose Fulbright Canada LLP led by Paul Raymond and Nicholas Cerminaro that included Emmanuel Grondin and Catherine Simard (corporate and securities).