6 LEXPERT MAGAZINE
|
MAY 2019
DEALS
ANALYSIS
Corporate Finance
21
Mergers and Acquisitions
21
Cross-border Transactions
21
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
GREAT-WEST LIFECO, POWER
FINANCIAL, POWER CORP.
CLOSE SUBSTANTIAL ISSUER
BIDS FOR $5 BILLION
TRANSACTION VITALS
Announced: March 4, 2019
Closed: April 17, 2019
Transaction Type: Substantial issuer bid
Technique: Modified Dutch auction
Total Value: $5 billion
JOHN TUZYK
BLAKE, CASSELS & GRAYDON LLP
(FOR POWER CORPORATION
AND POWER FINANCIAL)
KARRIN POWYS-LYBBE
TORYS LLP
(FOR GREAT-WEST
LIFECO INC.)
Great-West Lifeco Inc. ("Great-West"), a
subsidiary of Power Financial Corporation
("Power Financial"), itself a subsidiary of
Power Corporation of Canada ("Power
Corporation"), successfully closed a sub-
stantial issuer bid (the "Great-West Offer")
to purchase $2 billion of its common shares
("Great-West Shares") at a price of $33.50
per Great-West Share. e Great-West Of-
fer proceeded by way of a modified Dutch
auction. RBC Dominion Securities Inc.
acted as dealer manager in connection with
the Great-West Offer and as financial ad-
visors to Great-West.
Power Financial participated in the
Great-West Offer by tendering a signifi-
cant portion of its Great-West Shares on a
proportionate basis and all remaining ten-
dered Great-West Shares on a non-propor-
tionate basis.
IGM Financial Inc. ("IGM"), a subsidi-
ary of Power Financial, also participated
in the Great-West Offer by tendering the
Great-West Shares it indirectly owned on a
proportionate basis.
Concurrently with the closing of the
Great-West Offer, Power Financial suc-
cessfully closed a substantial issuer bid (the
"PFC Offer") to purchase $1.65 billion
of its common shares ("PFC Shares") at a
price of $33.00 per PFC Share. e PFC
Offer proceeded by way of a modified
Dutch auction. BMO Nesbitt Burns Inc.
acted as dealer manager in connection with
the PFC Offer and as financial advisors to
Power Financial.
Power Corporation participated in the
PFC Offer by tendering a significant por-
tion of its PFC Shares on a proportionate
basis and all remaining tendered PFC
Shares on a non-proportionate basis.
Concurrently with the closing of the
Great-West Offer and the PFC Offer,
Power Corporation successfully closed a
substantial issuer bid (the "PCC Offer")
to purchase $1.35 billion of its subordinate
voting shares ("PCC Shares") at a price of
$33.00 per PCC Share. e PCC Offer
proceeded by way of a modified Dutch
auction. BMO Nesbitt Burns Inc. acted
as dealer manager in connection with the
PCC Offer and as financial advisors to
Power Corporation.
Great-West's internal team included
Sharon Geraghty, Melissa Catalano and
Jamie Au (Securities) and Fred Borgmann,
James Wilson and Kyla Zhao (Tax). Torys
LLP acted as counsel to Great-West, with
a team including Karrin Powys-Lybbe,
Leah Frank, Stephen Neil, Crystal Chung,
Hongyi Geng and Sarah Strong (Secur-
ities), Allison Segal and Parker Baglole
(Corporate), Blair Keefe (Regulatory),
Corrado Cardarelli and Gwen Watson
(Canadian Tax), David Mattingly (U.S.
Tax) and Mile Kurta (U.S. Securities).
e Power Corporation and Power
Financial internal legal team included
Stéphane Lemay, Delia Cristea and Mari-
lyne Rougeau. Blake, Cassels & Graydon
LLP acted as Canadian counsel to Power
Corporation and Power Financial, with
a team including John Tuzyk, Matthew
Merkley, Tim Phillips, David Bristow and
Jonny York (Securities), Jeffrey Trossman,
Josh Jones and Annika Wang (Tax), Rory
ffrench, Michael Elder, Austin White,
Zach Mammon, Nora Bercovici and Cam-
eron Love (Corporate), Paul Belanger
(Regulatory) and Aude Godfroy (Finan-
cial Services). e Skadden, Arps, Slate,
Meagher & Flom LLP team, acting as U.S.
counsel to Power Corporation and Power
Financial included Ryan Dzierniejko and
Justin Flavelle (Securities) and Eric Sensen-
brenner and Robert Stevenson (Tax).
e IGM internal legal team included
Rhonda Goldberg and Nick Westlind. e
Blake, Cassels & Graydon LLP team, act-
ing as counsel to IGM, included John Tuzyk,
Eric Moncik and David Bristow (Securities),
Josh Jones (Tax), and Rory ffrench, Michael
Elder and Austin White (Corporate).
MORGAN STANLEY COMPLETES
ACQUISITION OF SOLIUM
CLOSING DATE: MAY 1, 2019
Morgan Stanley (NYSE: MS) complet-
ed the acquisition of Solium Capital Inc.
(TSX: SUM) ("Solium"), a leading global
provider of soware-as-a-service (SaaS) for
equity administration, financial reporting
and compliance, headquartered in Cal-
gary, for $1.1 billion. With this acquisition,
Morgan Stanley is positioned to be an in-
dustry leader in providing financial solu-
tions to the workplace, bringing together a
major stock plan administration platform
with its wealth management business.
e Solium business will be rebrand-
ed Shareworks by Morgan Stanley. It will
be part of a new Morgan Stanley at Work
BIG DEALS
CORPORATE TRANSACTIONS OF IMPORTANCE
15
Total Deals Published
