L-3 Communications Acquires Spar Aerospace

Spar Aerospace Limited, a leading global provider of high-end aviation support services, and New York-based L-3 Communications, a leading supplier of communications systems and avionics products, announced on October 3, 2001 that they had entered into a support agreement, pursuant to which L-3 made an all-cash offer to acquire all the common shares of Spar on a fully diluted basis at $15.50 per share, for a total value of approximately $230 million. Spar’s two largest shareholders, Crescendo Partners II, LP and funds managed by Enterprise Capital Management, Inc., entered into lock-up agreements with L-3, agreeing to tender their shares to L-3’s offer.

Spar’s directors’ circular and L-3’s offering circular were mailed together to Spar’s shareholders on October 17, 2001. On November 22, 2001, the initial expiry date of the offer, L-3 took up the 66 per cent of the shares that had been deposited and extended the offer until December 3, 2001 to allow remaining shareholders to tender to the offer.

Spar was represented by Borden Ladner Gervais LLP, with a team that included Frank Callaghan, Frank Allen and Chris Toal. L-3 was represented by Stikeman Elliott, with a team that included Brian Pukier and Melissa Ross, together with Gary Nachshen, Matt Howorth and John Lorito (tax), as well as L-3’s in-house counsel, Christopher Cambria and David Reilly. Crescendo was represented by Ernest McNee of Blake, Cassels & Graydon LLP and Enterprise was represented by Stephen Halperin and Sheldon Freeman of Goodmans LLP.