SMART Technologies Completes US$660M IPO

On July 20, 2010, SMART Technologies Inc. (“SMART”) completed its initial public offering of 38,830,000 Class A Subordinate Voting Shares in the United States and Canada at a price of US$17 per share. The offering consisted of 8,800,000 Class A Subordinate Voting Shares issued from treasury and 30,030,000 Class A Subordinate Voting Shares collectively sold by School S.a.r.l. (an affiliate of Apax Partners) and Intel Corporation, the selling shareholders. The selling shareholders also granted the underwriters an over-allotment option, exercisable for a period of 30 days from the date of the supplemented PREP prospectus, to purchase up to an additional 5,824,500 additional Class A Subordinate Voting Shares at the offering price of US$17 to cover over-allotments, if any. If the over-allotment option is exercised in full, gross proceeds of the offering will be US$759,126,500.

Morgan Stanley, Deutsche Bank Securities, RBC Capital Markets, BofA Merrill Lynch and Credit Suisse acted as joint bookrunners for the offering. CIBC, Cowen and Company, Piper Jaffray and Stifel Nicolaus Weisel acted as co-managers.

SMART, based in Calgary, Alberta, provides interactive whiteboards to the education, business and government sectors.

SMART was represented by Jeffrey Losch, Vice President, Legal and General Counsel of SMART and in Canada by Bennett Jones LLP with a team that included David Spencer, William Osler, Barry Reiter, Claire Kennedy, Kahlan Mills and Sandra Malcolm and in the United States by Sidley Austin LLP with a team that included Scott Freeman, Sharon Flanagan, Asi Kirmayer, Bobby Higgins and Connie Wu.

The underwriters' Canadian counsel was Osler, Hoskin & Harcourt LLP with a team that comprised Craig Wright, Andrea Whyte, Firoz Ahmed, Alex Pankratz and Katherine Fischer. The underwriters received US legal advice from Kirkland & Ellis LLP, with a team that comprised Joshua Korff, Alejandro Maher, Priya Pai and Kathryn Leonard.

IFF Holdings Inc., a shareholder of SMART that did not sell any shares under the offering, was represented by Brian Borich, Michael Flatters and David Grout at Burnet, Duckworth & Palmer LLP.

Intel Corporation was represented by in-house counsel Mark Hoose, Managing Tax Counsel, and Christopher Shen, Senior Attorney, as well as by Edward Claxton and Franco Gadoury at Stikeman Elliott LLP, Paul Issler and Afshin Beyzaee at Gibson, Dunn & Crutcher LLP and Kathi Rawnsley at Lowenstein Sandler LLP.

Apax Partners was represented by Lawrence Chernin, Bill Gorman and James Rickert at Goodmans LLP, and Michael Zeidel, Howard Ellin and Michael Hong at Skadden, Arps, Slate, Meagher & Flom LLP.