Sterigenics International LLC, a sterilization services and a portfolio company of GTCR LLC, a private equity firm based in Chicago, Illinois, acquired Nordion Inc., a provider of products and services to the global health science market.
The acquisition was carried out pursuant to a plan of arrangement whereby all of the outstanding common shares of Nordion were acquired by an affiliate of Sterigenics for a cash consideration of US$13 per share. The shareholders approved the arrangement at an annual and special meeting held on June 6, 2014. The final order approving the arrangement was granted by the Ontario Superior Court of Justice (Commercial List) on June 11, 2014, and the transaction closed on Aug. 6, 2014.
The transaction was subject to certain closing conditions, including the coming into force of certain amendments to the Nordion and Theratronics Divestiture Authorization Act (Nordion Act) pursuant to which the foreign ownership restrictions applicable to Nordion will no longer apply to a change of control transaction with a "non-resident" (as defined in the Nordion Act) if such a transaction is approved under the Investment Canada Act. Such amendments were included in Bill C-31, an Act to implement certain provisions of the budget tabled in Parliament on Feb. 11, 2014, and other measures, which were enacted by the Parliament of Canada and received Royal Assent on June 19, 2014.
Sterigenics was represented by Corey Grauer, Vice President, General Counsel and Corporate Secretary. GTCR was represented by Christian McGrath, General Counsel and Managing Director. Both were assisted in Canada by Gowling Lafleur Henderson LLP with a team including Paul Harricks, Kathleen Keller-Hobson, Faran Umar-Khitab, Neeta Sahadev and Matthew Literovich (corporate/securities); Ian Macdonald and Mark Paciocco (competition and foreign investment); Mark Madras, Harry Dahme and Pam Vermeersch (environmental and nuclear regulation); Hugh Christie, Jordan Smith and Michael Comartin (employment); Jacques Shore and Patrick Robert (government affairs); and Timothy Wach and Carl Hinzmann (tax).
Sterigenics was represented in the United States by Kirkland & Ellis LLP with a team led by Sanford Perl, Michael Weed and John Berger (corporate), and including Chris Butler, Amy Peters, Brian Tweedie, Andrew Idrizovic and Ryan Copeland (debt finance); and Bill Welke and Russell Light (tax); Laura Fraedrich (international trade), Seth Traxler and Bill Helmstetter (IP); Alexandra Mihalas (employee benefits), Tim Stephenson (labor and employment), Brian Land and Stefanie Gitler (environmental) and John Caruso (real estate).
Cleary Gottlieb Steen & Hamilton LLP represented Sterigenics with a team led by George Cary, Dan Culley and Aaron Ross (antitrust).
Nordion was represented by an in-house team led by Grant Gardiner, Senior Vice President, General Counsel and Corporate Secretary, and including Erin Zipes, Assistant General Counsel; and was assisted in Canada by Stikeman Elliott LLP with a team led by Maxime Turcotte and that included Hadrien Montagne, Julien Michaud, Jeremy Sculnick, Stéphanie Normandin, David Rapps and Félix Bernard (corporate/securities); Lawson Hunter, Susan Hutton and Alexandra Stockwell (regulatory); Frank Mathieu and Dominic Bédard-Lapointe (tax); Sterling Dietze, Laura Salvati and Adam Plotkin (financing); Eliot Kolers and Ellen Snow (plan of arrangement) and Alan Kenigsberg (nuclear regulation).
Nordion was represented in the United States by Skadden, Arps, Slate, Meagher & Flom LLP with a team including Christopher Morgan (corporate/securities), James Keyte and Ken Schwartz (regulatory); Eric Sensenbrenner and Matthew Donnelly (tax); and by Amy Roma from Hogan Lovells LLP (nuclear regulation).
Nordion's special committee was represented by Franziska Ruf from Davies Ward Phillips & Vineberg LLP.