Volume 38, Issue 6, June 2003

Mergers&Acquisitions

Oldcastle Glass Announces 
the Acquisition of April Industries

Oldcastle Glass of Santa Monica, Calif., has announced the acquisition of April Industries Inc., a Montreal-based architectural glass fabricator and distributor.

“We have long sought to establish a stronger presence in Eastern Canada,” said Oldcastle chief executive officer Ted Hathaway. “This acquisition offers a solid platform for expanding April’s product offerings and penetrating new geographic markets. We intend to build upon their outstanding reputation in the large and dynamic Quebec market, in which April has been the leading supplier of advanced glass products to the architectural and building communities.”

“April has invested significant amounts of financial and human capital over the past two years,” added Jean-Guy Vanier, April president. “We have built a new, state-of-the-art, 132,000-square-foot manufacturing facility, launched a new laminating line, received certifications to fabricate PPG’s Solarban® and Guardian’s Sun-Guard® proprietary energy-efficient products and broadened our management team.” 

He continued, “We look forward to leveraging Oldcastle’s significant operational expertise and its North American network of strategically located operating facilities.” 

Dwyer and Riverside Sign Agreement That Will Make Dwyer Private 
The Dwyer Group and the Riverside Co. have announced the signing of a merger agreement, through which the Dwyer Group will be absorbed into one of Riverside’s affiliates, an equity firm with offices in New York, Cleveland, Dallas and San Francisco. Through the agreement, Dwyer stockholders will receive $6.75 in cash per share of common stock owned. According to the company’s statement, the purchase price represents approximately 59 percent premium to the $4.25 closing share price on May 9, the last trading day prior to the announcement. Once the merger is complete, the Dwyer Group will become a company that’s privately held by Riverside and certain other stockholders, including members of the Dwyer family and Dwyer senior 
management. 

According to a news release, the Dwyer family limited partnership, members of the Dwyer family, including Dina Dwyer-Owens, president and chief executive officer, and other members of senior management, will not convert certain of their shares into cash in the proposed merger, instead will exchange them for equity in the new parent corporation. In addition, members of the Dwyer family and members of senior management will obtain stock options in the parent company and enter employment agreements with Dwyer.

A special committee, which consisted of non-employee directors who are not shareholders in or directors of Dwyer or its parent company after the proposed merger, was formed by Dwyer’s board of directors. The board of directors approved the merger unanimously after its recommendation by the committee. William Blair & Co advised the committee. 

According to Dwyer, the proposed merger requires the approval of a majority of Dwyer outstanding shareholders. The Dwyer family limited partnership and individual Dwyer family members, collectively owning approximately 62.7 percent (on a non-diluted basis) of Dwyer’s outstanding stock, have entered into a voting agreement “pursuant to which they have agreed, among other things, to vote to approve the proposed merger, subject to certain exceptions, at a stockholders’ meeting to be scheduled at a later date. 

The completion of the proposed merger is subject to closing conditions, and also subject to a condition that EBITDA for the trailing 12 months as of the month end that precedes the mailing of the proxy statement be at least $6, 460,000. The company says there can be no assurance that it achieves the required EBITDA. The proposed merger is not subject to financing conditions. 

USG