Crown Life Moves Towards Privatization

On October 24, 2000, Crown Life Insurance Company (Crown Life) announced a series of transactions that will ultimately result in Crown Life becoming a private company. In furtherance of this objective, Crown Life made an Issued Bid on October 27, 2000, to purchase for cancellation its outstanding common shares for $123 per share, which translates into a valuation of over $425 million for Crown Life. Crown Life’s principle shareholders, HARO Financial Corporation (HARO) and Extendicare Inc. (Extendicare), who in aggregate hold more than 90 per cent of those outstanding common shares, agreed not to tender to the common bid.

Simultaneous with the Issuer Bid, 3660256 Canada Ltd. (Bidco), which is owned by HARO and Extendicare, made an Insider Offer to purchase the outstanding common shares of Crown Life, other than those already held by HARO and Extendicare, for $123 per share. Bidco agreed to tender all common shares purchased by it under the Insider Offer to the Issuer Bid of Crown Life. The two structures, the Issuer Bid and the Insider Offer, provide shareholders with different tax treatments on the disposition of their common shares.

Crown Life is represented in the transactions by the Toronto office of Fasken Martineau DuMoulin LLP, with a team comprised of Walter Palmer (corporate), Cathy Singer and John Sabetti (securities), Elizabeth Johnson (tax) and Stephen Kerr (insurance). US insurance, regulatory, tax and securities advice is provided by Lord, Bissell & Brook.

Representing Bidco and HARO is the Regina office of MacPherson Leslie & Tyerman with a team comprised of Robert Pletch, Q.C. (corporate), Douglas Ballou (securities) and Todd Rosenberg (tax). The Toronto office of Blake, Cassels & Graydon LLP is advising Extendicare, with a team that includes Alan Bell (corporate), Ernest McNee (securities), Paul Belanger (insurance) and Leslie Morgan (tax).