Tomkins Acquires Stackpole

On April 30, 2003, London, England-headquartered Tomkins plc announced that they had reached an agreement whereby Tomkins would make an offer to purchase all the common shares of Oakville, Ontario-headquartered Stackpole Limited for $33.25 per share, for an aggregate consideration of approximately $331 million. Stackpole Limited agreed to support the offer and Stackpole Corporation agreed to tender all the common shares of Stackpole Limited owned by it to the offer, approximately 52 per cent of the outstanding common shares.

The transaction was structured as a formal takeover bid with a support agreement from Stackpole Limited and a lockup agreement with Stackpole Corporation.

The offer to purchase, circular and directors’ circular were mailed on May 12, and the offer was completed on June 17 with over 97 per cent of the issued and outstanding common shares of Stackpole Limited tendered to the offer.

Tomkins’ legal team was headed by in-house counsel George Pappayliou. In Canada, Tomkins was represented by Osler, Hoskin & Harcourt LLP with a team that included Jean Fraser, Randall Pratt, Dana Di Bartolo, Bert Clark and Peter Simeon (securities and corporate), Steve Suarez (tax) and Peter Franklyn and Steve Sansom (competition); in the U.S., by Scott Freeman (securities) and Joel Mitnick (anti-trust) of Sidley Austin Brown & Wood LLP; and in Europe, by Nicola Clark (competition) of Slaughter and May.

Stackpole Limited was represented by Aird & Berlis LLP, with a team that included Martin Kovnats, Allan Bronstein, Andrew Wilder and Maye Mouftah (securities and corporate), Barbara Worndl and Barbara Lawrie (tax) and William VanderBurgh and Glenn Kennedy (competition). In Canada, Stackpole Corporation was represented by J-P. Bisnaire of Davies Ward Phillips & Vineberg LLP; and in the U.S., by Ropes & Gray LLP in Boston, with a team led by Will Shields and including Cary Armistead (anti-trust).