Andlauer Management Group Acquires ATS Andlauer Income Fund

On October 20, 2008, 2186940 Ontario Inc. (the offeror), a wholly owned subsidiary of Andlauer Management Group Inc. (AMG), commenced its insider bid to acquire all of the units of ATS Andlauer Income Fund (ATS) not owned by AMG and its affiliates at a price per unit of $11.75 in cash. This put an aggregate equity value on ATS of approximately $135 million.

ATS is an open-ended trust that holds, indirectly, securities of ATS Andlauer Transportation Services Limited Partnership (ATS Andlauer LP). ATS Andlauer LP is a leading single-source transportation solutions provider in Canada, providing integrated trucking, courier, air freight and value-added transportation and distribution services to consumer product companies in the entertainment, health care and retail sectors. AMG is a company controlled by Michael Andlauer, a trustee of ATS and the president and chief executive officer of the general partner of ATS Andlauer LP.

On November 24, 2008, as a result of deterioration in economic and financial market conditions and increases in capital costs, the offeror amended its bid by reducing the offer price from $11.75 per unit to $10.75 per unit.

The offeror entered into lock-up agreements whereby certain institutional investors, certain members of senior management of ATS and other unitholders (the lock-up unitholders) agreed to tender the units held by them (or over which they exercised control and direction) to its bid, subject to certain conditions. In total, the 15 lock-up unitholders owned, or exercised control or direction over, an aggregate of approximately 32.6 per cent of the outstanding units, on a fully diluted basis.

The bid expired on December 5, 2008. On December 8, 2008, AMG announced that it had successfully completed the acquisition of all of the units tendered to the bid (which together with the units held by AMG and its affiliates, amounted to approximately 92 per cent of the issued and outstanding units on a fully diluted basis) and that it had acquired the units not tendered to the bid, pursuant to a subsequent acquisition transaction, undertaken in accordance with the provisions of the declaration of trust of ATS, as amended.

The offeror and AMG were represented by Ogilvy Renault LLP with a team comprised of Terence S. Dobbin, Pierre R. Dagenais, Andrew Grossman and Andrea Brewer (securities); Andrew Welsh, Aditya Rebbapragada, Martin Thériault and Hoa Phong Le (banking); Andrew Pritchard (real estate); Adrienne F. Oliver (tax) and Paul Feuer (competition).

Graham Gow, Frank DeLuca, Matthew Cumming and Rochelle Graub (business law) of McCarthy Tétrault LLP represented the independent committee of the board of trustees of ATS.

Senior credit facilities to finance a portion of the bid price were provided by a banking syndicate led by National Bank of Canada. National Bank of Canada was represented by Fasken Martineau DuMoulin LLP with a team that included Jon Holmstrom, Aaron Stefan, Jared Gordon and Alexandre Gagnon (banking) and Aaron Atkinson (securities).


Graham P.C. Gow Aaron Atkinson Andrew Grossman Andrea Brewer Andrew Welsh Adrienne F. Oliver Pierre R. Dagenais Jared A. Gordon Alexandre Gagnon Paul Feuer Terence S. Dobbin Andrew Pritchard Matthew Cumming Jon J. Holmstrom Aaron J. Stefan