Westway and Tate & Lyle Complete Purchase and Sale Transactions

On March 21, 2003, Westway Holdings Canada Inc. purchased the molasses, feed and liquid storage businesses in Canada from Tate & Lyle North American Sugars Ltd. Westway acquired liquids storage terminals in the Ports of Hamilton and Montreal, as well as certain other assets and businesses of Tate & Lyle in B.C., Alberta, Saskatchewan and elsewhere in Ontario and Quebec, for cash consideration of approximately $30 million.

The transaction was part of an overall North American disposition by Tate & Lyle plc of its North American molasses, feed and liquids storage businesses to Westway, which is a wholly owned subsidiary of ED & F Man Holdings Limited of London, England. In the U.S., the transaction was carried out pursuant to a stock purchase agreement entered into and completed on December 19, 2002. In Canada, the transaction was effected pursuant to an asset purchase agreement entered into on December 19 and completed on March 21, 2003, after the expiry of notification periods under the Competition Act.

Westway was represented in Canada, by McCarthy T├ętrault LLP with a team led by Edward Kerwin and assisted by Dean Masse and Matthew Kelleher (M&A), Glen MacArthur and Oliver Borgers (competition), St├ęphanie Gilcher, Bram Green and Greg Liakopoulos (real property), Lorraine Allard (pensions), Lorenzo Lisi (labour), Douglas Thomson (environmental) and Steven Baum and Brian Pel (tax), and in the U.S., by Stone Pigman Walther Wittmann LLC in New Orleans, with a team led by Scott Whittaker and assisted by Trey Reymond (M&A).

Tate & Lyle was represented in-house by Peter Castelli; in Canada, by Stikeman Elliott LLP with a team led by Wayne Shaw, and assisted by Samantha Levy (M&A), Paul Collins and Eric Dufour (competition), Bruce Pollock (labour), Gary Naschen (pensions), Larry Cobb (environmental) and Mario Paura (real property); and in the U.S., by Winston & Strawn in Chicago with a team led by John Cashman.