BAT/ Imasco Limited/ TD/ Canada Trust

British American Tobacco p. l. c. (BAT) and Imasco Limited have entered into an agreement under which BAT would acquire all of the common shares of Imasco, other than the 42% presently held.

Under a separate agreement made between BAT and The Toronto-Dominion Bank (TD), to be completed only if the Imasco-BAT transaction is completed, TD will offer to acquire all of the common shares of CT Financial Services Inc. Imasco Limited currently owns approximately 98. 2% of the shares of CT Financial Services Inc. Completion of the transactions would represent the largest ever cash acquisition of a Canadian company (minimum of $10. 3 bn. ) and a very significant strategic development in the Canadian financial services industry , i. e. TD’s acquisition of Canada Trust for approximately $8 bn. BAT is represented by Stikeman Elliott. BAT’s internal legal counsel Aileen MacDonald from London participated in the negotiations. The Stikeman partners involved are William J. Braithwaite (corporate), David Finkelstein and Lianne Miller (tax), Peter Hamilton and Lawson Hunter, Q. C. , (regulatory matters) and Karen Jackson. Imasco Limited is advised by Osler, Hoskin & Harcourt. The Imasco in-house legal team includes Roy Schwartz, Senior Vice-President, Katrin Nakashima and Hélène Floch, all based in Montreal. The Oslers team is led by Clay Horner (corporate) and S. Firoz Ahmed (tax) with the assistance of partners Terrence Burgoyne, Stephen Sigurdson, Arthur Peltomaa, Jack Silverson, Barbara McGregor, Christopher Murray, J. Timothy Kennish and Peter Glossop. The Special Committee of the Imasco Board of Directors is advised by William Orr of Heenan Blaikie. The TD is represented by McCarthy Tétrault. The Bank’s internal counsel is Christopher Montague, Senior Vice President Compliance.

The lead McCarthy Tétrault lawyers are Garth M. Girvan and Owen Johnson (corporate) and James Wilson (tax). The Toronto-Dominion Bank is financing a portion of the purchase price with a $1 bn. equity offering. Fasken Campbell Godfrey is acting for the underwriters on the financing with Richard Steinberg and John Hough, Q. C. , covering off the securities work and Douglas Cannon on tax.