On September 26, 2000, Western Star Trucks Holdings Ltd. (Western Star), a Canadian-based publicly-traded manufacturer of premium trucks and buses completed a C$1 billion (approx.) reorganization, the principal effect of which was the acquisition of 100 per cent of the outstanding shares of Western Star by DaimlerChrysler through its subsidiary Freightliner LLC. The transaction provided for the acquisition by Freightliner of Western Star shares at $42 per share, for an approximate share purchase price of $670 million, plus the payment by Freightliner of outstanding debt of Western Star, for a total enterprise transaction value of C$1 billion. As part of the transaction, DaimlerChrysler obtained a new 460,000 square foot manufacturing plant in North Charleston, South Carolina, plus Western Star’s headquarters and truck plant in Kelowna, British Columbia and bus manufacturing sites in Mississauga, Ontario and Oriskany, New York.
The acquisition strengthens DaimlerChrysler’s position in the commercial vehicle industry by broadening the company’s truck product lines and dealer organization, and completing its commercial bus product line in the NAFTA region.
Western Star was represented by teams from Stikeman Elliott in its Vancouver, Toronto and Ottawa offices: Jonathan Drance, John Anderson, Argiro Kotsalis, Phillip Griffin and Karen Wong (Vancouver); John Lorito, Dee Rajpal (Toronto); and Lawson Hunter, Q.C., Susan Hutton, Tamra Alexander (Ottawa). Western Star’s US counsel was Cleary, Gottlieb, Steen & Hamilton (David Gelfand, assisted by Kerrie Chase). DaimlerChrysler was represented by Skadden, Arps, Slate, Meagher & Flom LLP in New York (Michael Weiner, J. Michael Schell and Gerhard Gnaedig), by Davies, Ward & Beck LLP (Patricia Olasker, Gillian Stacey, Colin Campbell, Catherine MacNeill and Nicholas Leblovic) and McMillan Binch (Neil Campbell, assisted by Mark Opashinov, regulatory) and by Farris, Vaughan, Wills & Murphy in Vancouver (Herbert Dodd). In-house anti-trust counsel to DaimlerChrysler was Allan Huss.