Scottish/American Transaction

On January 31, 2000, Low & Bonar PLC (L&B) of Scotland announced that it had entered into an agreement with Hood Companies, Inc., (Hood) of Mississippi, U.S.A., regarding the sale to Hood of L&B’s North American packaging operations, comprising five paper packaging plants and three plastics packaging plants, for a total cash consideration of $194 million.

The deal consists of first, the sale to Hood of all of the shares of Bonar Inc., which operates seven plants in Canada, and, second, the sale to a subsidiary of Hood of substantially all of the assets of Bonar Packaging, Inc., which operates a plant situated at Tyler, Texas. The transaction is scheduled to close in March 2000 and is subject to the approval of the shareholders of L&B.

Fasken Martineau DuMoulin LLP acted for L&B on the sale with the team of George Tiviluk, Walter J. Palmer, Gary S. Fogler and Jeffrey A. Legault from the Toronto office. Assistance was provided by Fasken’s lawyers Neal Smitheman, on environmental matters, and Duane Schippers, on Canadian competition law. Sidley & Shipley acted as L&B’s US counsel, with Sherry Treston providing advice to L&B as to real estate matters in the US and Mark Kaufmann providing the US competition law counsel. Pierre Richard of Lang Michener’s Ottawa office provided Canadian counsel to Hood, with John Burnam, a Mississippi attorney, advising on US issues.