Foresters Acquires First Investors Group

On January 19, 2011, The Independent Order of Foresters, through a newly incorporated subsidiary, completed its acquisition of all of the issued and outstanding shares of First Investors Consolidated Corporation by way of a merger, which was carried out pursuant to the provisions of the Delaware General Corporation Law.

First Investors Consolidated Corporation is a holding company that, through its operating subsidiaries, namely, First Investors Corporation, First Investors Management Company, Inc., Administrative Data Management Corporation and First Investors Life Insurance Company, provides asset management services and life insurance products to the middle market in the US and has assets under management of approximately US$7 billion.

The Foresters legal team consisted of Katharine Rounthwaite, Senior Vice President and General Counsel, Mary Moffett, Associate General Counsel, Parker Brown, Assistant Vice President and Associate General Counsel and Stephen Cheeseman, Vice President and Associate General Counsel. Fasken Martineau DuMoulin LLP acted as Canadian counsel to Foresters on the transaction, with a team consisting of Robert McDowell and Koker Christensen (corporate/M&A and regulatory) and Robert Elliott (regulatory). Day Pitney LLP, with a team led by Aileen Meehan (corporate/M&A), and Dewey & LeBoeuf LLP, with a team led by Cynthia Shoss (insurance regulatory); Dennis Allen (tax) and Christopher Petito (securities), acted as US co-counsel to Foresters.

Kramer Levin Naftalis & Frankel LLP acted as counsel to First Investors on the transaction, with a team led by Michael Mayerfeld (corporate/M&A); Jay Baris (investment company, investment management and bank regulatory); Thomas Balliett (broker-dealer) and Philip Weingold (tax). Manatt, Phelps & Phillips, LLP acted as New York insurance counsel to First Investors on the transaction, with a team led by Marcia Alazraki.