Pacific & Western and PacWest Ventures Merge

Pacific & Western Credit Corp., based in London, Ontario, is a growing financial institution with more than $700 million in assets. It operates principally through Pacific & Western’s eTrust of Canada Inc., a registered trust company. In the summer of 2001, a decision was made to seek a merger between Pacific & Western and PacWest Ventures Ltd., which had been created by Pacific & Western several years earlier to focus on the residential real estate market in southwestern Ontario. The combined companies have a market cap of approximately $61 million.

Pacific & Western and PacWest Ventures were both public companies listed on the TSE and, accordingly, it was necessary to call shareholder meetings and to observe the OSC rules regarding private transactions in connection with the merger. At shareholder meetings held on December 18, 2001, the merger was approved by the shareholders of both companies by over 99 per cent margins and the merger became effective on January 1, 2002. The merged company continues under the name Pacific & Western Credit Corp. and is listed on the TSE.

Barbara Hale, general counsel of Pacific & Western and PacWest Ventures, provided legal advice to each company and co-ordinated outside counsel. Borden Ladner Gervais LLP acted as special counsel to Pacific & Western, advising on the structuring and implementation of the transaction and taking carriage of preparation of the joint proxy circular. The BLG team consisted of Paul Mingay and Matt Campbell (corporate/securities), Steve Heller (tax) and Adam Fanaki and Ross DeBoni (competition law).

The special committee of the board of directors of PacWest Ventures was advised by Jeff Glass and Anoop Dogra of Blake, Cassels & Graydon LLP. Peter Spence of Lockyer Spence in London, Ontario, provided general securities compliance advice to PacWest Ventures.

CIBC World Markets Inc. provided financial advice to Pacific & Western. The independent valuation of the securities of PacWest Ventures was prepared by HSBC Securities (Canada) Inc., which received legal advice from Lawrence Chernin of Goodman and Carr LLP.