Canaccord Financial Inc. (“Canaccord”) acquired 100 per cent of the equity of Collins Stewart Hawkpoint plc, subsequently renamed Collins Stewart Hawkpoint Limited (“Collins Stewart”), a UK-based financial advisory and wealth management firm. Prior to completion of the acquisition, Collins Stewart ordinary shares were publicly traded on the main market of the London Stock Exchange. The acquisition was implemented by way of a court-sanctioned scheme of arrangement under the Companies Act (United Kingdom).
Based on the closing price of $8.50 on the Toronto Stock Exchange per Canaccord common share on December 14, 2011, (the date immediately prior to the announcement of the acquisition) the acquisition valued the issued and to-be-issued share capital of Collins Stewart at approximately £253.3 million ($407.1 million) (based on an exchange rate between Canadian dollars and British pounds sterling of 1.60720 at 5:00 p.m. (GMT) on December 14, 2011) and each Collins Stewart ordinary share at 96.0 pence.
The purchase price of 96.0 pence per Collins Stewart ordinary share was paid with approximately 60 per cent cash and 40 per cent Canaccord common shares.
Under the terms of the acquisition, Collins Stewart shareholders received 57.6 pence in cash and 0.072607 Canaccord common shares for each Collins Stewart share. The cash consideration portion of the acquisition was funded through a combination of existing cash resources and by drawdown under a new $150 million senior secured credit facility provided by the Canadian Imperial Bank of Commerce.
Through its principal subsidiaries, Canaccord Financial Inc. is a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: global capital markets and wealth management.
Canaccord was represented in-house by Martin MacLachlan, General Counsel, Senior Vice-President, Legal Affairs and Corporate Secretary, and Julia Gray, Associate General Counsel and Vice-President, Legal Affairs, and assisted by Travers Smith LLP in the UK with a team led by Philip Cheveley (corporate) that included Richard Spedding, Athene Blakeman and Joanna Strycharczyk (corporate); Andrew Gregson and Barry Newman (banking); Mahesh Varia and Elissavet Grout (share incentives); and Simon Yates (tax) and by Goodmans LLP in Canada with a team led by Stephen Pincus (corporate) that included Michael Bertrand and Emily Ting (banking); Kirk Rauliuk (corporate) and Jon Northup (tax).
Collins Stewart was represented by Macfarlanes LLP in the UK with a team led by Kevin Tuffnell that included Mark Slade, Jack Patrick and Julian Thatcher (corporate); Rob Collard (share incentives) and Andrew Loan (tax).
CIBC was represented in Canada by Osler, Hoskin & Harcourt LLP with a team that comprised Michael Matheson and Ben Leith; and by Freshfields Bruckhaus Deringer in the UK with a team that comprised Sean Pierce, Michael Steele and Lisa Seifman (finance) as well as Matthew Cosans (corporate).