Clarington completes C$283 million sale to Industrial Alliance

Date Closed: 1/10/2006

Value: C$283 million

Industrial Alliance Insurance and Financial Services Inc. has successfully completed its $200 million-plus takeover bid for mutual fund company Clarington Corporation. Industrial Alliance of Quebec City is Canada’s fifth largest life and health insurance company with over $32 billion of assets under management and administration. The acquisition of Clarington adds over $4 billion of assets under management. With the acquisition, Industrial Alliance will rank 17th in the Canadian retail fund market, with over $10 billion in mutual and segregated fund assets and more than 500,000 clients Canada-wide. The offer by Industrial Alliance to acquire all of the outstanding Clarington common shares not owned by the company expired on January 10, 2006, with more than 90 per cent of the Clarington shares taken up pursuant to the offer. Industrial Alliance offered $15 per share pursuant to the offer, payable in cash and/or common shares.

Clarington’s in-house legal team was led by general counsel Matthew Campbell. Clarington was represented by BLG with a team that included Rosalind Morrow, Frank Allen, Paul Simon and Terence Lui (securities/corporate), Carol Derk (securities - investment funds), Robert Black (securities/competition), Martin Sclisizzi (employment), Adam Fanaki (competition), Eva Krasa (tax) and Gus Karantzoulis (banking/structured finance).