Addenda Capital acquired by The Co-operators for $306.5 million

Date Closed: 4/22/2008

Value: C$306.5 million

On April 22, 2008, The Co-operators Group Limited (The Co-operators) and Montreal-based institutional investment management firm Addenda Capital Inc. (Addenda) completed the amalgamation of Addenda with 9192-8192 Québec Inc. (Newco), a subsidiary of The Co-operators.

In connection with the amalgamation, all shareholders (other than Newco) have received $26.50 in cash for each share of Addenda held immediately prior to the amalgamation. The transaction valued Addenda’s equity at approximately $306.5 million.

Certain senior management shareholders of Addenda have exchanged, immediately prior to the amalgamation, in the aggregate approximately 50 per cent of their common shares of Addenda for shares of Newco. Solidarity Fund QFL has exchanged, immediately prior to the amalgamation, 100 per cent of its common shares of Addenda for shares of Newco and has subscribed to additional common shares of Newco. Certain employees of Addenda have also exchanged, immediately prior to the amalgamation, part of their common shares of Addenda for shares of Newco.

BLG acted for The Co-operators with a team that included Frank Allen, Gord Raman, Paul Simon, Habeeb Syed, John Godber, Tammy Shulman, Fred Enns, Charles Marquette and François Longpré.