Scotiabank announced the completion of its acquisition of ING Bank of Canada (ING Direct) from Netherlands-based parent ING Group for $3.126 billion in cash. On closing of the transaction, Scotiabank also funded the redemption of $320.5 million of subordinated debt issued by ING Direct and guaranteed by ING Group.
On the day the transaction was announced, ING Direct was the 8th largest bank in Canada and had approximately $40 billion in assets, $30 billion in deposits, 1.8 million customers, and over 1,100 employees. It is a direct bank that serves customers online, via contact centres and mobile devices, offering savings, chequing, mortgages and four mutual funds. It has five ING Direct Cafés and no physical branches.
Scotiabank was represented in-house by a team led by Deborah Alexander, General Counsel, Anita Mackey, Vice-President & Associate General Counsel, Colin Levere, Senior Legal Counsel, Mergers & Acquisitions, Martha Hundert, Senior Legal Counsel, Stacey Parker-Yull, Senior Legal Counsel, Frances Fitzgerald, Senior Legal Counsel, Jason Gilman, Legal Counsel, with assistance from a team at Torys LLP that included Michael Siltala, Cornell Wright, Adrienne DiPaolo, Harry Cherniak, Stefan Stauder and David Leith (corporate); Corrado Cardarelli and Andrew Wong (tax); Conor McCourt, Edward Fan and Yolande Dufresne (intellectual property); Jay Holsten and Omar Wakil (competition); Andrew Gray (litigation); Mitch Frazer, Jessica Bullock and Janelle Bowman (employment); Blair Keefe and Eli Monas (banking) and Christine Vogelesang and Dawn Scott (regulatory).
Norton Rose Canada LLP acted as Canadian counsel to ING Group. The Norton Rose team was led by Peter Wiazowski and included Andrew Fleming, Marc Duquette, David Millette, Laurent Levac and Marie-Noël St-Hilaire (banking, corporate and mergers & acquisitions); Derek Chiasson (tax); Kevin Ackhurst (competition); Ruth Wahl (governance); George Locke and Brian John Capogrosso (intellectual property); Martin Rochette and Anne Gallop (executive compensation and benefits) and Christine Dubé (regulatory).
Sullivan & Cromwell LLP acted as US counsel to ING Group with a team that included Mark Menting, Brian Hamilton, Jared Fishman, Eric Diamond and Katie McGavin (corporate and mergers & acquisitions); Nader Mousavi, Spencer Simon and Steve Miller (intellectual property); Ron Creamer and Ted Holt (tax) and Matt Friestedt, Robin Kelly and Anna Kripitz (executive compensation and benefits).