Fitch Group Acquires Algorithmics

On January 25, 2005, Fitch Group, Inc. acquired Toronto-based risk management firm Algorithmics Inc. Fitch Group is a wholly owned subsidiary of Fimalac, SA, an international business support services group listed and headquartered in Paris, France. Fitch Group is also the parent company of Fitch Ratings, a leading global rating agency committed to providing the world’s credit markets with accurate, timely, and prospective credit opinions. Algorithmics provides financial institutions with advanced enterprise risk management solutions that help them better measure and manage their financial risk. The acquisition price was US$175 million.

Algorithmics’ sellers included Algorithmics’ founder Dr. Ron Dembo, Royal Bank of Canada, CIBC Capital Partners, Morgan Stanley International Inc., Strategic Investments I, Inc. (a Morgan Stanley Dean Witter subsidiary), American International Group, Inc., CBG Commerz (a Commerzbank AG subsidiary), VenGrowth Investment Fund Inc. and the Ontario Teachers’ Pension Plan through a subsidiary.

As Fimalac’s principal outside counsel, Steven Wolfram of Wolfram & Associés in Paris represented Fitch Group under the direction of Charlie Brown, general counsel, and assisted by Viola Fong, assistant general counsel. Fitch was also represented by its regular outside counsel Bell, Boyd & Lloyd LLC in the US, with a team that included Patrick Maloney, David Sienko and Sean Odendahl (corporate), Paul Metzger (tax) and Neil Tanis and Renato Smith (intellectual property); and McCarthy Tétrault LLP in Canada, with a team that included Harold Huber, Robert Nakano, Amer Chaudhry and Domenic Di Sisto (business), Steven Baum and Patrick McCay (tax) and Oliver Borgers (competition).

Algorithmics was represented by Michael Spragge, general counsel, and by Torys LLP with a team that included Peter Jewett, Darren Sukonick, Jeremy Fraiberg, Evan Sils, Paul Manias and David Boyko (corporate), John Unger, Geoffrey Dyer and Jennifer Sandford (tax) and Wendy Gross (IP).

Dr. Ron Dembo was represented by Jonathan Levin from Fasken Martineau DuMoulin LLP. VenGrowth was represented by Jay Heller, general partner. Ontario Teachers’ Pension Plan was represented by Derek Vesey (corporate) and Siobhan Monaghan (tax) of Davies Ward Phillips & Vineberg LLP. Morgan Stanley was represented by Dede Welles, vice-president. AIG was represented by Todd Cohen, assistant general counsel. CIBC was represented by Shawn Beber, counsel, legal division. Commerzbank was represented by Dr. Stephanie von Klitzing, in-house legal counsel.