Transactions & Cases Detail



Transaction/Case Details

Andlauer Management Group acquires ATS Andlauer Income Fund

DATE CLOSED

December 8, 2008

BUSINESS SECTOR

Transportation

LEAD OFFICE

Toronto

VALUE

135 Million CAD


OVERVIEW

On October 20, 2008, 2186940 Ontario Inc. (the offeror), a wholly owned subsidiary of Andlauer Management Group Inc. (AMG), commenced its insider bid to acquire all of the units of ATS Andlauer Income Fund (ATS) not owned by AMG and its affiliates at a price per unit of C$11.75 in cash. This put an aggregate equity value on ATS of approximately C$135 million.

ATS is an open-ended trust that holds, indirectly, securities of ATS Andlauer Transportation Services Limited Partnership (ATS Andlauer LP). ATS Andlauer LP is a leading single-source transportation solutions provider in Canada, providing integrated trucking, courier, air freight and value-added transportation and distribution services to consumer product companies in the entertainment, health care and retail sectors. AMG is a company controlled by Michael Andlauer, a trustee of ATS and the president and chief executive officer of the general partner of ATS Andlauer LP.

On November 24, 2008, as a result of deterioration in economic and financial market conditions and increases in capital costs, the offeror amended its bid by reducing the offer price from C$11.75 per unit to C$10.75 per unit.

The offeror entered into lock-up agreements whereby certain institutional investors, certain members of senior management of ATS and other unitholders (the lock-up unitholders) agreed to tender the units held by them (or over which they exercised control and direction) to its bid, subject to certain conditions. In total, the 15 lock-up unitholders owned, or exercised control or direction over, an aggregate of approximately 32.6% of the outstanding units, on a fully diluted basis. 

On December 8, 2008, AMG announced that it had successfully completed the acquisition of all of the units tendered to the bid (which together with the units held by AMG and its affiliates, amounted to approximately 92% of the issued and outstanding units on a fully diluted basis) and that it had acquired the units not tendered to the bid, pursuant to a subsequent acquisition transaction, undertaken in accordance with the provisions of the declaration of trust of ATS, as amended.

McCarthy Tétrault LLP represented the independent committee of the board of trustees of ATS with a team that included Graham Gow, Frank DeLuca, Matthew Cumming and Rochelle Graub (business law) .

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