Montreal-based SR Telecom Inc. acquired San Jose, California-based Netro Corporation for approximately US$122 million in cash and shares. The deal closed on September 4, 2003.
The transaction was structured as a three-cornered merger pursuant to which SR Telecom acquired all the issued and outstanding shares of Netro. The transaction required SR Telecom to have its shares quoted on the NASDAQ and to become a registrant with the U.S. Securities and Exchange Commission. Prior to the merger becoming effective, Netro shareholders received a US$100 million dividend and upon the merger becoming effective an aggregate of approximately 4.15 million SR Telecom shares.
SR Telecom’s legal team was led by David Adams, senior vice-president, finance, and chief financial officer; asssisted in Canada by Fasken Martineau DuMoulin LLP, with a team that included Peter Villani, Gilles Leclerc and Daniel Yelin (securities, mergers and acquisitions) and Gilles Carli and Thomas Copeland (taxation) in Montreal; in the U.S. by Pillsbury Winthrop LLP, with a team led by Ronald Fleming, Jeanie Park, Douglas Ray and Michael Smith (securities, mergers and acquisitions) and Jim Chudy (taxation); and by Byrne, Crosby in Toronto acting as special counsel, with a team led by Constance Crosby and Liane Lagroix.
Netro was represented by Davis Polk & Wardwell, with a team that included Francis Currie, Erin Ross and Sarah Solum (securities, mergers and acquisitions) in Silicon Valley and Robert Heller (taxation) in New York.