Blackfriars Subsidiary Acquires Emco

On February 20, 2003, 2022841 Ontario Inc., a subsidiary of U.S.-based Blackfriars Corp., announced that it would acquire London, Ontario-based Emco Limited for approximately $290 million. The deal closed on April 7. The acquisition was effected by 2022841 making a cross-border tender offer for all Emco shares at $16.60 per share. The offer was supported by the board of directors of Emco and Masco Corporation, Emco’s largest shareholder (approximately 42 per cent), irrevocably agreed to tender its shares to the offer. Approximately 95.7 per cent of the outstanding Emco common shares were deposited to the offer and taken up and paid for and the remaining Emco common shares are being acquired by means of the compulsory acquisition provisions of the Ontario Business Corporations Act.

2022841 and Blackfriars were represented in Canada, by Stikeman Elliott LLP with a team led by Marvin Yontef, and including Karen Jackson and Donald Belovich (M&A), David Finkelstein (tax) and Shawn Neylan (regulatory), and in the U.S., by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Milton Strom, Raz Tepper, Leonard Ciriello and Ram Vasudevan (M&A), Stephen Banker (corporate), Sally Thurston and Christine Bromberg (tax) and Jean Kim (antitrust and trade regulation) in New York, and Christopher Morgan (corporate) in Toronto.

Emco was represented by in-house counsel Mark Whitley; by McCarthy Tétrault LLP in Canada, with a team that included Graham Gow, Alec Bildy, Michael Smith, Susan Goscoe and Ian Michael (M&A), Gabrielle Richards and Samantha Hans (tax) and Oliver Borgers (regulatory); and by Fried, Frank, Harris, Shriver & Jacobson in the U.S., with a team that included Kenneth Blackman, Robert Cassanos, Eric Queen, Joseph Calto, John Ingrassia, Andrew Lerner and Jennifer Young. Masco was represented by in-house counsel John Leekley.