On July 31, 2001, Temlam Inc. acquired, by way of its wholly owned subsidiary, Jager Building Systems Inc., the building systems division of Jager Industries Inc. The purchase price for the acquisition was $75 million, including $25 million in working capital.
Temlam Inc. was established on July 27, 2001 as a 50/50 joint venture between Tembec Industries Inc., itself a wholly owned subsidiary of Tembec Inc., a publicly traded Canadian forest products company, and SGF Rexfor Inc., a subsidiary of the Société générale de financement du Québec. As part of the joint venture, Temlam Inc. acquired Tembec Industries Inc.’s laminated veneer lumber (LVL) plant located in Ville Marie, Quebec, for $17 million, including $4 million in working capital.
Counsel for SGF Rexfor Inc. were Kronström Desjardins of Quebec City, who were led by Yves Rochette with assistance from Chantal Morillon and Éric Robichaud. McCarthy Tétrault LLP in Montreal acted for Tembec Industries Inc. in the set-up of the Temlam Inc. joint venture. The McCarthy Tétrault LLP team was headed by Warren M. Goodman (business) with help from John T. Sullivan (real estate), Yves Comtois, Éric Gosselin, Philippe Bourassa, Vanessa Dumoulin and Joel Cabelli (business).
The acquisition of the Jager building systems division assets was handled by a Fraser Milner Casgrain LLP team headed by Stephen Lloyd with assistance from Valery Zamuner, both of the Montreal office. Also involved from Fraser Milner Casgrain were Julie Desrochers (Montreal), Robert Homersham (Calgary) and Susan Jackson (Toronto) on real estate matters, Peter Cooke (Ottawa) with respect to intellectual property, Kiriakos Vanikiotis (Montreal) on financing issues and Joseph Lougheed, Marc Adler and Paul Matthews of the Calgary office (due diligence). Coordination was provided throughout by Claude Imbeau, Vice-President, General Counsel and Secretary for Tembec Inc.
The vendor, Jager Industries Inc., was represented by Borden Ladner Gervais LLP, with a team led by Brian Roberts in Calgary, with assistance from Ross Freeman (tax) and Allan Nielsen (security). Peter Casey of Borden Ladner Gervais LLP’s Montreal office also provided assistance on real estate matters and Guy Thornton, Chief Operating Officer of Jager Industries Inc., was instrumental in coordinating the legal team.
The acquisition was financed in part by a facility from HSBC Bank Canada. HSBC was represented by Gary Cochrane of Fraser Milner Casgrain LLP (Calgary) with help from Pierre Setlakwe and Barbara Farina of the Montreal office.