A. O. Smith completes C$400 million acquisition of GSW

Torys acted as counsel to GSW and its two largest shareholders in Canada and the United States with a team led by Sharon Geraghty and that included Krista Hill, Rima Ramchandani, Andrea Unikowsky, Jennifer Lennon and John Guccione (Canadian M&A/securities), Philip Mohtadi (Investment Canada), John Unger (tax), Andy Beck and Ariana Jaffe (U.S. securities), Jay Holsten (Canadian competition) and David Wawro, Ian Goldrich, Shaya Berger, Jay Romagnoli and Craig Pell (HSR).

On April 3, 2006, A. O. Smith Corporation announced that it had acquired approximately 98 percent of the outstanding Class A and Class B shares of GSW Inc. under the terms of its takeover bid for GSW, and that it would proceed to acquire 100 percent of GSW pursuant to a compulsory acquisition transaction.

A. O. Smith announced its offer on February 3 and formally launched its takeover bid on February 23. A. O. Smith's offer was for C$115 per GSW share (approximately C$400 million in aggregate). GSW mailed a directors' circular dated February 23, in which its board of directors unanimously recommended that shareholders accept the offer. As part of the transaction, A. O. Smith and GSW entered into a pre-acquisition agreement and A. O. Smith and GSW's two largest shareholders entered into a deposit agreement.

A. O. Smith, based in Tennessee, manufactures electric motors and water heating equipment. GSW, based in Ontario, manufactures residential gas and electric water heating units.