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Client Work

GL&V sells its Process Group and spins off to shareholders its Water Treatment and Pulp and Paper Groups

Fasken
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Client

Confidential Client

On August 10, 2007, through a Court-approved plan of arrangement, a Canadian subsidiary of FLSmidth & Co (FLS) acquired all the outstanding Class A subordinate voting shares and Class B multiple voting shares of Groupe Laperrière & Verreault Inc. (GL&V) thereby acquiring the Process Group of GL&V. Prior to the closing, GL&V transferred its Water Treatment and Pulp and Paper Groups to GLV Inc. (New GLV) through a series of share and asset transfers and a corporate reorganization carried out in approximately 23 countries. Pursuant to the arrangement, each GL&V shareholder received a per-share consideration consisting of $33 in cash and one share of New GLV. The shares of New GLV are listed on the TSX. Under the arrangement, FLS paid a cash consideration of $810 million (equivalent to $33 per share), plus the assumption of GL&V's net debt, with the exception of $50 million of net debt which was assumed by New GLV. Prior to the closing of the arrangement, New GLV obtained credit facilities of $175 million from a banking syndicate led by National Bank of Canada (as Administrative and Collateral Agent) and JP Morgan Chase Bank N.A. (as Syndication Agent). GL&V was represented in house by Gwen Klees, Antonietta Calitri, Craig Christensen, Claudette Crevier and Lauretta Bogaard. Fasken Martineau represented the special committee of the Board of Directors of GL&V with a team comprised of Robert Paré, Gilles Leclerc, Gabriel Castiglio (corporate) and Gilles Carli (tax).

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