Transaction|February 1, 2011
Scotiabank completes acquisition of DundeeWealth for C$2.3 billion
Torys acted as counsel to Scotiabank, working with an in-house team led by Deborah Alexander, Executive Vice-President, General Counsel & Secretary and Anita Mackey, Vice-President & Associate General Counsel. The Torys team included Richard Balfour, Michael Siltala, Cornell Wright, Jackie Taitz, Jim MIller, Raegan Kennedy, Jamie Becker, Adrienne DiPaolo, Adam Freedman, Gabi Mandowsky, Christian Thatcher, Sarah Charles, Rory McGillis, Zack Newton, Yinka Olusoga and Anthony Tam (corporate), Andy Beck and Heding Yang (U.S. securities), Corrado Cardarelli and Richard Johnson (tax), Christina Medland (employment), Omar Wakil, Jay Romagnoli, Craig Pell and Sue-Anne Fox (competition), Jim C. Tory, Andrew Gray and Krista Stout (litigation), Eric Boehm, Ebad Rahman and Sumeet Dang (IP), Christine Vogelesang and Dawn Scott (regulatory), Blair Keefe and Sunny Sodhi (banking).
On February 1, 2011, Scotiabank announced the successful completion of its acquisition of DundeeWealth Inc. As a result of this acquisition, Scotiabank becomes the fifth-largest mutual fund provider in Canada and the third-largest among the country's leading banks, based on figures reported by Investment Funds Institute of Canada.
Prior to the transaction, Scotiabank owned approximately 18% of DundeeWealth. The transaction was effected by way of a takeover bid for all the outstanding shares of DundeeWealth.
On the day the offer was announced, the value of the transaction to DundeeWealth shareholders was $2.3 billion, representing an enterprise value for DundeeWealth of approximately $3.2 billion. For each DundeeWealth common share, Scotiabank offered 0.2497 of a Scotiabank common share and, at the election of the shareholder, either $5.00 in cash or 0.2 of a $25.00 principal amount 3.70% five year rate reset Scotiabank preferred share. DundeeWealth shareholders also received a special distribution of $2.00 per share in cash as well as an interest in Dundee Capital Markets Inc., which DundeeWealth distributed to its shareholders in connection with the transaction.
Dundee Corporation (which owned approximately 48% of DundeeWealth), Ned Goodman (controlling shareholder of Dundee Corporation) and David Goodman (DundeeWealth President and CEO), entered into irrevocable lock-up agreements with Scotiabank. The transaction was also supported by DundeeWealth, which established a special committee of independent directors to review the transaction.
Scotiabank is one of North America's premier financial institutions and Canada's most international bank. This acquisition will significantly boost Scotiabank's domestic wealth management presence, making it Canada's fifth-largest wealth manager.
DundeeWealth, a subsidiary of Dundee Corporation, is currently Canada's eighth-largest mutual fund manager. It sells mutual funds under the Dynamic Funds banner.
Further information is found on Scotiabank's website.
Prior to the transaction, Scotiabank owned approximately 18% of DundeeWealth. The transaction was effected by way of a takeover bid for all the outstanding shares of DundeeWealth.
On the day the offer was announced, the value of the transaction to DundeeWealth shareholders was $2.3 billion, representing an enterprise value for DundeeWealth of approximately $3.2 billion. For each DundeeWealth common share, Scotiabank offered 0.2497 of a Scotiabank common share and, at the election of the shareholder, either $5.00 in cash or 0.2 of a $25.00 principal amount 3.70% five year rate reset Scotiabank preferred share. DundeeWealth shareholders also received a special distribution of $2.00 per share in cash as well as an interest in Dundee Capital Markets Inc., which DundeeWealth distributed to its shareholders in connection with the transaction.
Dundee Corporation (which owned approximately 48% of DundeeWealth), Ned Goodman (controlling shareholder of Dundee Corporation) and David Goodman (DundeeWealth President and CEO), entered into irrevocable lock-up agreements with Scotiabank. The transaction was also supported by DundeeWealth, which established a special committee of independent directors to review the transaction.
Scotiabank is one of North America's premier financial institutions and Canada's most international bank. This acquisition will significantly boost Scotiabank's domestic wealth management presence, making it Canada's fifth-largest wealth manager.
DundeeWealth, a subsidiary of Dundee Corporation, is currently Canada's eighth-largest mutual fund manager. It sells mutual funds under the Dynamic Funds banner.
Further information is found on Scotiabank's website.