Desjardins Financial Group Acquires Western Financial Group
Desjardins Financial Group, acting through its wholly owned subsidiary Desjardins Financial Corporation, successfully completed its acquisition of 100 per cent of the common shares of Western Financial Group Inc. by completing a second-step amalgamation approved by Western's shareholders on July 7, 2011. The amalgamation follows Desjardins' acquisition on April 15, 2011, after receiving the approval of the Minister of Finance (Canada), by way of a take-over bid, of a total of 68,642,434 common shares of Western, representing approximately 94.1 per cent of Western's issued and outstanding common shares.
Desjardins and Western entered into a support agreement on December 23, 2010 whereby, among other things, Desjardins undertook to make an offer to acquire all of Western's issued and outstanding common shares for a cash price of $4.15 per share and Western undertook to support such offer. The formal offer was launched by Desjardins on January 21, 2011, and included an offer to purchase all of Western's issued and outstanding common shares at a cash price of $4.15 per share and first preferred shares, series 3 and 4 at a cash price of $100 per share.
The total value of the consideration offered to the Western shareholders, including for the acquisition of Western's first preferred shares, series 3 and 4, in connection with the take-over bid was approximately $443 million, calculated on a fully diluted basis. Western's common shares were delisted from the TSX at the close on July 14, 2011.
Desjardins was represented in-house by a team lead by Caroline Thomassin, which included Alexandre Ciocilteu, and was assisted by McCarthy Tétrault LLP with a team lead by Garth Girvan and Nancy Carroll (regulatory) which included Frédéric Cotnoir, Ian Michael, Catherine Samuel, Max Rogan, Laurent Gauthier and Michèle Lefaivre (corporate) and Frederic Harvey and Ylang Ha (tax).
Western was represented by Kent Kufeldt of Borden Ladner Gervais LLP and a team from Macleod Dixon LLP that included Darren Hribar and Peter Allegretto (corporate/securities); Dion Legge (tax) and Rujuta Patel (regulatory).
Frédéric Cotnoir Darren B. Hribar Frédéric Harvey Nancy J. Carroll Garth (Gary) M. Girvan Michele Lefaivre Peter J. Allegretto Caroline Thomassin Ylang Ha Max T. Rogan Kent D. Kufeldt Dion J. Legge Catherine M. Samuel Rujuta Patel Laurent Gauthier
McCarthy Tétrault LLP Borden Ladner Gervais LLP (BLG)