A group of Québec investors led by the Dutil family completes the acquisition of Manac Inc.

A Consortium composed of Placements CMI Inc. (CMI), a holding company controlled by Manac Inc.’s founder Mr. Marcel Dutil, and four Québec-based institutions, namely Caisse de dépôt et placement du Québec (CDPQ), Fonds de solidarité FTQ (FSTQ), Investissement Québec (IQ) and Fonds Manufacturier Québécois II s.e.c., successfully completed the acquisition of Manac Inc. (Manac), a North American leader in the design and manufacture of specialty trailers, for approximately $186 million, including the assumption of existing net indebtedness. The acquisition price was financed in part by equity investments and in part by a senior secured credit facility provided by Wells Fargo Capital Finance Corporation Canada and a subordinated secured debt financing provided by CDPQ, FSTQ and IQ (the Sub-Debt Financing).

The acquisition was implemented by way of a statutory plan of arrangement whereby special purpose entities established by the Consortium acquired all of the issued and outstanding multiple voting shares and subordinate voting shares of Manac and the shareholders, other than CMI, CDPQ, FSTQ and LITUD Inc., a holding company controlled by Manac’s President and Chief Executive Officer Mr. Charles Dutil, which rolled over their shares, received $10.20 in cash per share. The shareholders approved the arrangement at a special meeting held on September 30, 2015. The final order approving the arrangement was granted by the Québec Superior Court on October 5, 2015, and the transaction closed on October 7, 2015.

Manac was represented by an in-house team led by Julie Demers, Director, Legal Affairs, and assisted by a team from Stikeman Elliott LLP that included Sidney Horn, Robert Carelli, Aniko Pelland, Olivier Godbout (corporate/securities), Luc Bernier, Adam Drori (tax), Frédéric Paré (plan of arrangement) and Jeffrey Brown (regulatory).

CDPQ was represented in-house by Marie Giguère, Executive Vice-President, Legal Affairs and Secretariat, and Sophie Lussier, Director, Legal Affairs, Financial Markets and Derivative Products. FSTQ was represented in-house by Natacha Bernier, Senior Legal Advisor, Sébastien Ghantous, Senior Legal Advisor, and Sonia Lévêque, Senior Legal Advisor. IQ was represented in-house by Marc Paquet, Vice-President, Legal Affairs and Secretary, and Bertrand Thibert, Legal Counsel. The Consortium was represented by Blake, Cassels & Graydon LLP with a team led by Alfred Buggé that included Michael Bantey, Jean Tessier and Vanessa Trépanier (corporate/securities), Jean Gagnon, Alexandra Carbone (tax), Neil Katz, Viorelia Guzun, Gabriel Bastien (financing) and Sébastien Guy (plan of arrangement). Fasken Martineau DuMoulin LLP, with a team composed of Marie-Josée Neveu, Marie-Eve Clavet (corporate) Martin Racicot and Alexandre Gagnon (banking), and Stein Monast LLP, represented by Jacques Cossette-Lesage, acted as separate legal counsel for certain members of the Consortium with respect to certain intercorporate matters and the Sub-Debt Financing.

Manac’s special committee was represented by a team from Norton Rose Fulbright Canada LLP that included Steve Malas and Thierry Dorval.