Atlas Tube Acquires Copperweld Business

On October 3, 2005, Atlas Tube Inc., the leading producer of hollow structural sections in North America, acquired all the shares of Copperweld Holding Company of Pittsburgh, Pennsylvania, a leading manufacturer of tubular products with locations in Canada, the US and the UK. The purchase price for the shares was US$350 million, subject to customary working capital adjustments.

Immediately following the completion of the acquisition, subsidiaries of Dofasco Inc. acquired Copperweld's automotive and mechanical divisions and head office operations as well as a 50 per cent interest in Copperweld's bimetallic wire business from Atlas Tube for an aggregate purchase price of approximately US$178 million, subject to post-closing adjustments. Dofasco is a leading North American steel solutions provider. Atlas Tube retained the structural division of Copperweld consisting of operations in Chicago, Illinois, Brampton, Ontario, and Winnipeg, Manitoba. Concurrently with the completion of the above transactions, Atlas Tube also completed a US$250 million syndicated debt financing, led by Comerica Bank and other lenders.

Atlas Tube was represented by Stikeman Elliott LLP with a team that comprised Curtis Cusinato, Stewart Sutcliffe, Ken Pogrin, Larry Cobb, Andrea Boctor, Julie Thibault,
Michael Burkett, Randal Palach, Colin Levere, David Muha, Aaron Fransen, Jeff Brown, Debbie Salzberger, Jill West, Wesley Ng and Christopher Hanson. Miller, Canfield, Paddock and Stone, LLP acted as counsel to Atlas Tube in connection with the financing with a team that included Jeffrey Slopen, Ronald Riback and Julie Daniel. Robert Nolan of Miller, Canfield also assisted Stikeman Elliott in obtaining the required Hart-Scott Rodino Act approvals in the US.

Dofasco was represented by Thomas Ferns, senior counsel, and by Fasken Martineau DuMoulin LLP with a team led by Walter Palmer that included Scott Conover, Sean Stevens and Mark Camilleri (corporate), Anthony Baldanza and Huy Do (competition), Dan Law and Alysha Valenti (real estate), Lisa Abe (IT), Armand Benitah and Andrea Kokonis (IP), Ralph Nero (labour and employment), Richard Johnston and Ross Gascho (pensions and benefits) and Rosalind Cooper (environmental). Elizabeth Johnson of Wilson & Partners LLP provided Canadian tax advice to Dofasco. Dofasco was also represented by Mayer, Brown, Rowe & Maw LLP with a team consisting of John Sagan and Michael Coppin (corporate), Bob Finke, Scott Perlman and Michael Bodosky (antitrust), Jamie Romick (real estate), Thomas Dimond (environmental), Barry White (labour and employment) and Debra Hoffman (pensions and benefits) in the US, and Kiran Desai and Dr. Jens Peter Schmidt (antitrust) in Brussels. Brian FitzSimons of Tucker Ellis & West LLP provided US tax advice to Dofasco.

Copperweld was represented by Thorp Reed & Armstrong, LLP with a team that included James Goldberg, Scott Henderson, Timothy Slavish, Kimberly Ward Burns, Sally Church, Joseph Brendel, Kurt Miller and Jennifer Tarasi; Womble Carlyle Sandridge & Rice, PLLC with a team that included Deborah Hylton, Gene Jones, Mark Wiley, Liza Boswell, Patricia Snyder, James Phillips, Will Walker, Doug Isenberg and Christopher Daniel; Martin Kaye Solicitors in Telford, England, with a team that included Stuart Haynes and Nichola Marven; and Borden Ladner Gervais LLP with a team in Toronto that included Frank Callaghan, Robert Black, Adam Fanaki, Larissa Tkachenko, Andrew Harrison, Simon Wormwell, William McLean, Brennan Carroll, David Pletsch, J. Pitman Patterson and Ziad Katul.

Comerica was represented in Canada by McMillan Binch Mendelsohn LLP with a team that included Cheryl Stacey and Bindu Cudjoe (debt products), Todd Miller (tax) and James Weber (real estate), and in the US by Joseph Kochanek, Melissa Lewis and Kate Schwedler of Bodman LLP.