Bank of Nova Scotia Acquires Sun Life Financial's Ownership Stake in CI Financial

On December 12, 2008, The Bank of Nova Scotia (Scotiabank) announced that it had completed its purchase of Sun Life Financial Inc.'s ownership stake in CI Financial Income Fund (CI). CI is Canada's number-three mutual fund company by assets under management. Scotiabank is purchasing, directly and indirectly, a total of 104,609,895 trust units of CI from Sun Life Financial Inc. (Sun Life) for approximately $2.3 billion, representing Sun Life's entire 37 per cent ownership stake in CI. The purchase price was satisfied through the issuance of $500 million of common shares of Scotiabank and $250 million of 6.25 per cent five-year rate reset preferred shares of Scotiabank, with the balance in cash.

Scotiabank's legal team was led by Deborah Alexander, executive vice-president, general counsel and secretary, with assistance from Anita Mackey, vice-president and associate general counsel, and Katy Waugh, senior legal counsel. Scotiabank was assisted by McCarthy Tétrault LLP with a team led by Jonathan Grant (capital markets/M&A) that included Garth Girvan, Robert Hansen, Ian Michael and Leila Rafi (capital markets/M&A); Sean Sadler and Michael Nicholas (securities regulation and investment products); Glen MacArthur (competition); Gabrielle Richards and Gwen Watson (tax) and Barry Ryan and Corrie Stepan (financial services). Shearman & Sterling LLP acted as US counsel to Scotiabank with a team that included Christopher Cummings and Adam Lewinberg.

Sun Life's legal team was led by Thomas A. Bogart, executive vice president and general counsel, with assistance from Dana Easthope, counsel, and Eric Weinheimer, assistant vice president and assistant general counsel. Sun Life was assisted by Torys LLP with a team that included Richard Balfour, Phil Mohtadi and Sachin Aggarwal (corporate); Corrado Cardarelli (tax) and Maya Zor(corporate).