Stanley Works Acquires Friso Bay Industries

Stanley Works completed its offers made through a Canadian indirect wholly owned subsidiary to acquire all the outstanding common and class A shares in the capital of Frisco Bay Industries Ltd. for US$15.25 per share in cash, for an aggregate purchase price of approximately US$45.8 million. As of the expiry date on March 9, 2004, more than 95 per cent of Frisco shares were deposited to the offers. Stanley subsequently proceeded with a compulsory acquisition transaction commenced on March 9, in respect of the balance of the shares.

Stanley Works was represented in Canada by Osler, Hoskin & Harcourt LLP, with a team that included Ward Sellers, Iain Scott and Marguerite Goraczko (corporate), Elaine Marchand (tax) and Josée Dumoulin and François Parent (pensions) in Montreal and Desmond Lee and Gregory Wylie (tax) in Toronto; and in the US by in-house counsel Bruce Beatt and Kathryn Partridge, and by Jones Day, with a team that included Elizabeth Kitslaar and Joel May in Chicago and Andrew Levine in New York.

Frisco Bay was represented in Canada by Lapointe Rosenstein, with a team that included Howard Levine, Norman Rishikof, Brahm Gelfand and Patrick Menda; and in the US by Andrew Beck and David Hellmuth of Torys LLP. The special committee of the board of directors of Frisco Bay was represented by Samuel Minzberg and Neil Kravitz of Davies Ward Phillips & Vineberg LLP.


Joel T. May Ward A. Sellers Norman A. Rishikof Samuel Minzberg Josée Dumoulin Marguerite Goraczko Neil Kravitz Elaine Marchand Andrew Levine Howard M. Levine Elizabeth Clough Kitslaar Iain C. Scott Gregory R. Wylie Patrick Menda Desmond Lee Andrew J. Beck


Osler, Hoskin & Harcourt LLP Lapointe Rosenstein Marchand Melançon, L.L.P. Torys LLP Davies Ward Phillips & Vineberg LLP Jones Day Jones Day