Mauser-Werke Acquires Russell-Stanley

On November 10, 2005, an affiliate of Mauser-Werke GmbH & Co. KG and One Equity Partners completed the acquisition of substantially all of the assets of Russell-Stanley Holdings, Inc. and certain of its subsidiaries for a purchase price of approximately US$96 million, subject to certain post-closing adjustments.

Russell-Stanley is North America's largest plastic drum manufacturer, North America's second largest steel drum manufacturer, and a leading industrial container supply chain management company, with two production facilities in Ontario and eight others elsewhere in North America. Mauser-Werke is a global leader in industrial packaging, with its headquarters in Bruehl, Germany.

The sale was carried out in Canada by way of proceedings under section 18.6 of the Companies' Creditors Arrangement Act and in the US by way of a pre-packaged plan of reorganization under Chapter 11 of the US Bankruptcy Code. In Canada, PricewaterhouseCoopers Inc. acted as information officer and interim receiver in connection with the sale.

Mauser-Werke was represented in Canada by Stikeman Elliott LLP with a team that included Simon Romano, Jill West and Mairi MacGillivray (corporate), Lewis Smith (corporate/insolvency), Elizabeth Pillon (insolvency), Aaron Atcheson (real estate) and Alan Kenigsberg (tax); and in the US by Proskauer Rose LLP with a team that included Steven Kirshenbaum, Jack Jackson, Michael Chiaravalloti, Eric Friedlander and Anna Jadow (corporate and financing); Jeffrey Levitan (bankruptcy); Randall Cude (real estate); Gail Port and Aliza Cinamon (environmental) and Michael Katz (employee benefits).

Russell-Stanley was advised in Canada by Joseph Marin (corporate/insolvency), Daniel Dowdall and Alex Ilchenko (insolvency) and Blair McCreadie (employee benefits) of Fraser Milner Casgrain LLP, and in the US by Kayalyn Marafioti and Patricia Moran (corporate/insolvency), Kenneth Wolff and Kara Garcia (corporate), Frederick Morris, Bennett Silverberg and Mark Chehi (insolvency), John Alessi (financing), Kristin Larson (environmental) and Katherine Bristor (tax) of Skadden, Arps, Slate, Meagher & Flom LLP. Craig Hill and Roger Jaipargas of Borden Ladner Gervais LLP acted for PricewaterhouseCoopers.