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

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.