Intact Financial / AXA Group

AXA Group and Intact Financial Corporation have different views of the Canadian insurance industry. Paris-based AXA sees Canada as a slow-growth market. Intact, formerly the Canadian subsidiary of Dutch financial giant ING Groep N.V. , sees opportunity. As a result, AXA is selling its Canadian operations to Intact for $2.7 billion in a deal announced May 31.

Analysts think Canada’s insurance industry is poised for a wave of consolidation. It’s easy to see why—more than 200 firms crowd the retail car, home, and business insurance markets.

AXA Canada is the sixth-biggest insurer in the country with a 5 percent market share. The decision by AXA, Europe’s second-largest insurer, to sell its Canadian unit is part of a strategy to cut debt and seek higher growth opportunities in emerging markets.

Formerly known as ING Canada, Intact was spun off by its Dutch parent two years ago. After the deal with AXA is done, Intact will hold around 16.5 percent of the Canadian market.

The AXA transaction is expected to close in the fall. About half of the purchase price is new debt, with the balance coming in cash and new stock issuance.

For acquiror Intact Financial Corporation (Toronto)

In-House: Senior vice president for corporate and legal services and secretary Françoise Guénette.

Blake, Cassels & Graydon: Business: Paul Belanger, Kathryn Bush, Nathan Cheifetz, Greg Frenette, Jake Gilbert, Peter MacGowan, Brendan Reay, Cheryl Satin, Patrick Shea, and associates Annick Demers, Andrew Gordon, and Doug Robertson. Intellectual property: Gary Daniel and counsel Christine Ing. Tax: Allan Gelkopf, Kathleen Penny, and associate Jeffrey Shafer. Competition: Brian Facey, Kevin MacDonald, and Julie Soloway. Employment: Natalie Bussiere and Andrea York. Pensions: asso­ciate Noam Sela. (All are in Toronto.) Blake’s Frenette first met Intact GC Françoise Guénette while the firm was acting for another client opposite Intact.

Paul, Weiss, Rifkind, Wharton & Garrison: Corporate: Christopher Cummings. (He is in Toronto.)

For lead financing arranger CIBC World Markets Inc. (Toronto)

Osler, Hoskin & Harcourt: Banking and financial services: Michael Matheson, Dale Seymour, and associate Danna Donald. (They are in Toronto.)

For seller AXA Group (Paris)

In-House: General counsel George Stansfield, senior vice president–legal Helen Browne, and Bruno Brochet.

McMillan: Corporate: Charles Chevrette, Robert Cranston, Craig Manuel, James Stranges, David Young, and associates Yoni Petel, Shannon Seitz, and Enda Wong. Insurance: Frank Palmay and associate Hartley Lefton. Competition: Dan Edmondstone and James Musgrove. Tax: Michael Templeton. Capital markets: Michael Burns and John Conway. Employment and pensions: Mark Robotham and Karen Shaver. (All are in Toronto except for Chevrette, Petel, and Wong, who are in Montreal.)

TD Bank / Chrysler Financial

At TD Bank Financial Group, they love that new-car smell. The Toronto-based company acquired Chrysler Financial Services in a $6.3 billion deal that closed April 1. The acquisition made TD one of the five largest auto leaders in North America.

TD Canada Trust CEO Tim Hockey said that the bank saw good organic growth to its loan book through the acquisition. The purchase price included $400 million in goodwill. Chrysler Financial, which had a loan portfolio estimated at $7.5 billion and a workforce made up of 1,800 employees, was rebranded under the TD Auto Finance brand. The business is headquartered in Toronto.

TD bought the Chrysler Financial business from Cerberus Capital Management, L.P., the New York–based private equity firm. Cerberus lost its equity stake in parent company Chrysler LLC as part of the U.S. government’s rescue of the automaker in 2009.

For acquiror TD Bank Financial Group (Toronto)
In-House: Executive vice president and general counsel Christopher Montague.
Torys: M&A: Michael Feldman, Jim Hong , and associates Zeynab Moayyed and Eli Monas. Regulatory: Blair Keefe and associate Sunny Sodhi. Competition: Jay Holsten. Employment and pensions: Christina Medland. Litigation: Patrick Flaherty. Tax: Andrew Wong and associate Saira Bhojani. Intellectual property: Laila Paszti. (All are in Toronto.) Torys has a long-standing relationship with TD Bank.
Simpson Thacher & Bartlett: M&A: Lee Meyerson, Ellen Reilly Patterson, and associates Atif Zaher, Jim Cross, Michael Holick, David Shapiro, and Ariel Oxman. Tax: Steven Todrys and associates Jonathan Goldstein, Anthony Minervini, and Danny Salinas. Bank regulatory: Gary Rice and associate Mark Chorazak. Securitization: Laura Palma. Executive compensation and benefits: Andrea Wahlquis and asso­ciates David Cheng and Samantha Shipp. Intellectual property: Lori Lesser and asso­ciates Anar Patel and Marcela Robledo. Labor and employment: senior counsel Scott Dyer. Insurance regulatory: senior counsel Steven Delott. Antitrust: Joseph Tringali and associate Ketan Jhaveri. (All are in New York except for Azher, who is in Palo Alto.)
For seller Cerberus Capital ­Management, L.P. (New York)
In-House: Chief operating officer, general counsel, and senior managing director Mark Neporent. Schulte Roth & Zabel: M&A: Richard Presutti and associate Neil Rifkind. Tax: Dan Kusnetz and Alan Waldenberg. Bank regulatory: Joseph Vitale. (They are in New York.)

For target Chrysler Financial Services (Farmington Hills, Michigan)

In-House: Vice-president, general counsel, and secretary Tracy Hackman.

Toromont / Enerflex

It was a big step for Toromont Industries Ltd. to spin off Enerflex Ltd., its natural gas production and equipment division. But Toromont, a Caterpillar dealer, didn’t need to do much heavy lifting to move its shareholders to approve the deal.

Toromont, which acquired Enerflex in January 2010, completed the spin-off on June 1, 2011. Each Toromont share was exchanged for one share in Toromont and one share in Enerflex. The spin-off was one of the largest in Canada in the past decade. The Enerflex shares distributed in the transaction had a value of about $1.1 billion.

Toromont is one of the world’s largest Caterpillar equipment dealers and an integrated distributor of industrial equipment, including industrial and recreational refrigeration systems through its Cimco Refrigeration division.

Enerflex is a leader in natural gas production and processing equipment with a major presence in the compression business in western Canada and Australia, and a leading position as a supplier in the United States and the Middle East.

For parent company Toromont Industries Ltd. (Concord, Ontario)

In-House: Vice president–human resources and legal David ­Wetherald.

Davies Ward Phillips & Vineberg: M&A: Lisa Damiani, Mark O’Brien, Kevin Thomson, David Wilson, and associates Nilanka Maldeniya and Tiffany Jung. Tax: Raj Juneja and Geoffrey Turner. Banking: Scott Hyman. Litigation: Derek Ricci. U.S. securities: Gerald Shepherd. (All are in Toronto except for Shepherd, who is in New York.) The firm has represented Toromont for more than 20 years.

For spin-off company Enerflex Ltd. (Calgary)

In-House: Senior corporate counsel Cathy Reyes and Michelle Spence .

Bennett Jones: Financial services: Patrick Brennan. (He is in Calgary.)

For Enerflex special committee

Stikeman Elliott: Competition: Keith Chatwin and Christopher Nixon. (They are in Calgary.) Stikeman advised a special committee of the Enerflex board on the 2010 takeover by Toromont.

Osler, Hoskin & Harcourt: Corporate: Robert Lehodey Q.C., Neal Ross, and associate Gerald Gaunt. Tax: Stan Ebel. (All are in Calgary.) Lehodey was contacted by Stephen Savidant, the pending chairman of the new board of directors of Enerflex.

Canadian Tire / Forzani Group

Canadian hockey play ers learn early on that offense wins games, but that defense wins championships. There may be a little of that homespun thinking in the acquisition by Canadian Tire Corporation, Limited, of The Forzani Group Ltd., the Calgary-based sporting goods retailer. The deal was announced May 9.

Executives at Canadian Tire said the $807 million purchase wasn’t just about strengthening the company to compete with American retailers like Target Corporation and Dick’s Sporting Goods, Inc., who are pushing into Canada. But analysts liked the power play for exactly that reason.

Canadian Tire is practically Canada’s general store—a retailer of everyday stuff from clothes to auto supplies, gardening tools, sporting goods, and, yes, tires. It famously has its own brand of paper currency, dating back to 1958, perhaps the oldest customer loyalty program in Canada. A decade ago, Canadian Tire broke out of its hardware profile by acquiring clothing retailer Mark’s Work Wearhouse, incorporating the products into its stores under the Mark’s brand.

Armed with a strong balance sheet and looking for ways to grow, the company decided the time was right for a key acquisition. Forzani is Canada’s top sporting good retailer, with more than 500 stores and sales in excess of $1.46 billion annually, 70 percent of that in athletic apparel and footwear.

Analysts say the deal gives Canadian Tire—which operates out of large, stand-alone stores—access to Forzani’s stores in shopping malls, with very little overlap to its existing business.

For acquiror Canadian Tire Corporation, Limited (Toronto)

In-House: Senior vice president and general counsel Robyn Collver and vice president and associate general counsel Doug Nathanson.

Goodmans: Corporate: Sheldon Freeman, Stephen Halperin, Grant McGlaughlin, and asso­ciates Peter Hawkings and Stacey Kline. Real estate: Ira Barkin and Ken Herlin. Tax: Jon Northup. Intellectual property: Amalia Berg Trister. Pensions and benefits: Jana Steele. Employment: Joe Conforti and Michelle Dobranowski. Environmental: Tom Macdonald. (All are in Toronto.) The firm has advised Canadian Tire in the past in connection with several deals, including Mark’s Work Wearhouse acquisition.

Stikeman Elliott: Competition: Jeffrey Brown, counsel Lawson Hunter, and associates Paul Beaudry, Megan MacDonald, and Alexandra Stockwell. (All are in Ottawa.) The firm has advised Canadian Tire on various matters in the past.

Paul, Weiss, Rifkind, Wharton & Garrison: Corporate : Adam Givertz and associate Christian Kurtz. (They are in Toronto.)

For target The Forzani Group Ltd. ­(Calgary)

In-House: Vice president and general counsel Evan Johnston and senior counsel Tanya Martin.

Blake, Cassels & Graydon: Corporate: Ross Bentley, Pat Finnerty, and associates Sarah Hammond, Sean Maxwell, and Colin Ritchie. Competition: Brian Facey, Julie Soloway, and associates Anne Glover, Melanie Gaston, Mark Graham, Joshua Krane. Labor and employment: Brian Thiessen. Real estate: Garth Anderson, Richard Dawson, and asso­ciates Paul Logan and Adriana Molluso. Intellectual property: Monica Sharma. Tax: associate Ted Thiessen. Business: asso­ciates Alison Desipio, Claudia Leancu, Tatiana Lewin, Richard Maclean, Patrick Menda, Paul Pasalic, and Chris Salamon. Environmental: Dufferin Harper and associate Katia Opalka. Litigation and dispute resolution: associate Courtney Kachur. (All are in Calgary except for Facey, Soloway, Graham, Krane, Layton, MacDonald, Shan, and Glover, who are in Toronto; and Molluso, Leancu, Lewin, Menda, and Opalka, who are in Montreal.) The firm has represented Forzani since 2000.

Macleod Dixon: Securities: Robert Engbloom, Q.C., and Lianne Tysowski. (They are in Calgary.)


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