Perigee and Legg Mason to Merge

Perigee Inc., Canada’s ninth largest institutional investment manager with over $20.5 billion of assets under management and an aggregate market capitalization of $305 million, jointly announced on March 10, 2000 with Legg Mason, a financial services company based in Baltimore, Maryland, that the two companies have agreed to merge. The new company will have assets under management in excess of $170 billion.

Under the terms of the agreement, Legg Mason will acquire all of the outstanding equity shares of Perigee, while shareholders of Perigee will receive shares exchangeable for approximately 8 per cent of the shares of Legg Mason. Perigee shareholders will be entitled to receive 0.387 of a share of exchangeable stock of Legg Mason for each Perigee share they hold. Before announcing the transaction, Legg Mason negotiated both a Merger Agreement with Perigee and a Support Agreement with Clarica Life Insurance Company (Clarica Life), who owns 20 per cent of the outstanding Perigee shares.

Cathy Singer at Fasken Martineau DuMoulin LLP represented Perigee. James C. Baillie, Q.C., of Torys acted for the Independent Committee for Perigee. Margaret C. McNee of McMillan Binch represented Legg Mason in Canada. Graham Gow of McCarthy Tétrault and Mary Duncan, Clarica’s Vice-President, General Counsel and Corporate Secretary represented Clarica Life.