IGM Financial Acquires Majority Interest in IPC Financial

IGM Financial Inc. (formerly Investors Group Inc.) completed, on May 10, 2004, the indirect acquisition of a 74.7 per cent equity interest in IPC Financial Network Inc. by paying approximately $71 million in cash and issuing approximately 735,000 IGM Financial common shares, for a total consideration of $95 million. The transaction was effected by way of a plan of arrangement and resulted in the privatization of IPC, which is now owned indirectly by IPC's management and certain of its previous shareholders, in addition to IGM Financial. IGM Financial also invested $48.75 million in a convertible debenture, which replaces IPC's previous financing arrangements and will provide working capital to finance IPC's ongoing growth. IPC will be operated as a separate entity and will be managed by its current leadership team. IGM Financial also owns 100 per cent of Investors Group Inc. and Mackenzie Financial Inc. Financial advice was provided to IGM Financial by BMO Nesbitt Burns Inc., and to IPC by Scotia Capital Inc.

The IGM Financial legal team was led by W.T. (Terry) Wright, Q.C., senior vice-president, general counsel and secretary, and included Sean Shore, Scott Elson, Donna Janovcik and David Cheop, Q.C.; and was assisted by Fraser Milner Casgrain, with a team that included Jeff Barnes, Doug Scott, Leslie Johnson, Will Fung, Alex Roberts, Bradley Kruger, Ted Shoub and Aron Halpern (corporate and securities), Patrick Boyle and Christopher Steeves (tax), Frank Bowman (litigation) and Vitale Santoro (Montreal).

IPC was represented by Goodmans, with a team that included Jonathan Lampe, Allan Goodman, Michael Partridge, Victor Liu and Bram Atlin (corporate/securities), Maureen Berry and Glenn Ernst (tax) and Tom Friedland and Rebecca Burrows (litigation).

In its capacity as shareholder and the main provider of IPC's credit facilities prior to completion of the transaction, ING Canada was advised in-house by Françoise Guénette, senior vice-president of corporate and legal services and secretary, and Nina Mapara, counsel, and by Sean Farrell of McMillan Binch.

The founders of IPC, who were also major shareholders and senior management of the company, were represented by David Brown of WeirFoulds. They received financing from the Bank of Montreal, which was represented by Dennis Wiebe and Anita Joshi of Fraser Milner Casgrain.