Mill Road Capital completes C$115 million acquisition of Cossette

Date Closed: 12/23/2009

Value: C$115 million

On December 23, 2009, Mill Road Capital, L.P. (Mill Road), a Connecticut-based private equity fund, completed its acquisition of Cossette Inc. (Cossette) by way of an amalgamation between Cossette and an indirect subsidiary of Mill Road. The entity resulting from the transaction will continue as Cossette Inc. The acquisition price of approximately $115 million ($8.10 per share) was financed through a combination of an equity contribution by Mill Road, roll-over equity contributions by senior management of Cossette, senior secured credit facilities provided by Bank of Montreal and an equity contribution and mezzanine debt financing by BMO Capital Corporation.

The transaction was the result of a bid process coordinated by BMO Capital Markets, Cossette's financial advisors. Mill Road's all-cash offer succeeded over a hostile takeover bid that had been made by a group led by Cosmos Capital Inc.

Cossette is a leading marketing and communications company, with offices in Québec City, Montreal, Toronto, Vancouver, Halifax, New York, Irvine, Los Angeles, London and Shanghai, offering a full range of leading-edge communication services to clients of all sizes, including some of the most prestigious brands in the world.

The syndicate of lenders led by Bank of Montreal, as lead arranger and underwriter, was represented by BLG with a team that comprised of Benoît Provost, Glen Bowman, Olivier Tardif and Philippe Tardif.