First Technology Acquires BW Technologies

On June 15, 2004, First Technology PLC, through an indirect wholly owned subsidiary, acquired all of the outstanding shares of BW Technologies Ltd. for $260 million by way of a cash takeover bid. First Technology is a UK public company listed on the London Stock Exchange that designs, manufactures and globally markets products based on a variety of sensing technologies. BW Technologies, formerly listed on the TSE, is a Calgary-based company that designs and produces innovative gas sensing instruments for a variety of applications and industries. First Technology’s financial advisor was Dresdner Kleinwort Wasserstein and National Bank Financial assisted in connection with the Canadian tender solicitation process.

First Technology was represented in Canada by Stikeman Elliott, with a team that included David Robottom and Micah Libin (corporate and M&A), David Weekes (tax) and Leland Corbett (banking) in Calgary, and Susan Hutton (competition and foreign investment) in Ottawa. Concurrent with the takeover offer, and in connection with its shareholder approval meeting and an acquisition and revised operating loan facility syndication led by HSBC Bank plc and The Royal Bank of Scotland plc, First Technology was represented in London by Nabarro Nathanson, with a team that included Warren Taylor and Richard Beavan (corporate), Andrew McLean and Sara Galletly (banking) and Cyrus Mehta (competition). Jones Day assisted with respect to US corporate and antitrust and international competition matters, with a team that included Jere Thomson, Andy Levine, Alexis Gratt and Micah Nessan (corporate) in New York, Tom Smith (antitrust) in Washington, and Bernard Amory and Flora Bimont (competition) in Brussels.

BW Technologies was represented by Miller Thomson, with a team consisting of Michael Hayduk, Q.C., Clarke Barnes, Natalie Fenez and Debra Poon (securities, commercial) in Calgary, and Andrew Roman (competition and foreign investment) in Toronto.

The lenders were represented by a team from Allen & Overy that included Phil McMahon and Simon Roberts in London, and in Canada by Douglas Goss, Q.C., of Bryan & Company in Edmonton.


Debra J. Poon Tom Smith Douglas O. Goss David T. Robottom Susan M. Hutton Natalie M. Fenez Clarke D. Barnes Leland P. Corbett Andrew J. Roman David G. Weekes


Stikeman Elliott LLP Nabarro LLP Jones Day Bryan & Company LLP Miller Thomson LLP Allen & Overy