On December 31, 2009, Co-operators Life Insurance Company and Central 1 Credit Union jointly, through a newly incorporated subsidiary, completed their acquisition of all of the issued and outstanding shares of The CUMIS Group Limited by way of a court-approved plan of arrangement (with 100 per cent approval of voting shareholders) carried out pursuant to the provisions of the Canada Business Corporations Act for aggregate consideration of approximately $245 million (including a special dividend paid to shareholders in connection with the transaction). The transaction was fully supported by The CUNA Mutual Group, the former majority shareholder of CUMIS, which had held approximately 87.4 per cent of the CUMIS shares.
CUMIS provides a full range of personal insurance to the Canadian credit union system, including credit and mortgage protection, life, disability and critical illness, home, auto, travel and employee benefits. It also provides business, liability and property insurance to credit unions, as well as wealth management services and products, including credit union group retirement plans. The completion of the transaction results in a strong, Canadian-owned supplier of insurance products and services to Canadian credit unions and their members. On completion of certain reorganizational steps, pursuant to which Co-operators transferred its longstanding 50 per cent joint venture insurance business with CUMIS to CUMIS, and involving, among others, CUMIS, Co-operators and Central 1 (expected by mid-2010), Co-operators will hold approximately 73 per cent of CUMIS and Central 1 will hold approximately 27 per cent of CUMIS.
The Co-operators legal team was led by its General Counsel, Frank Lowery, and Counsel, Jay Harris. Fasken Martineau DuMoulin LLP assisted Co-operators on the transaction, with a team that included Robert McDowell, Richard Steinberg, Daniel Batista, Koker Christensen, Stephen Kerr and Marvin Mikhail (M&A); Robert Elliott and Kathleen Butterfield (regulatory); Kathleen Hanly, Kevin Yip (tax) and Paul Casuccio (commodity tax); Peggy McCallum and Ross Gascho (pension and benefits); Douglas New (competition); Andrew Alleyne (technology); Armand Benitah (IP); Ralph Nero (employment) and Rosalind Cooper (environmental).
Central 1's legal team was led by Gary Poon and Darren Kozol. Borden Ladner Gervais LLP assisted Central 1 on the transaction, with a team that included Brian Thom, Robert Owen, Tai Cheng and William Jones (M&A); Prema Thiele and Andrew Harrison (regulatory); Larissa Tkachenko, Daniel Lang and Douglas Powrie (tax); Barry Bresner (reinsurance); Jeffrey Thomas (competition) and Doug Copland (intellectual property and technology).
The CUMIS legal team was led by its General Counsel, Craig Marshall, and its Deputy General Counsel, Wayne Schatz. Blake, Cassels & Graydon LLP assisted CUMIS on the transaction, with a team that included Rob Collins, Hugh DesBrisay, Shlomi Feiner, Jeff Galway, Anne Glover, Ross McKee, Matthew Merkley, Douglas Robertson, Cheryl Satin, Paul Singh and Agnes von dem Hagen (M&A); Paul Belanger (regulatory); Caroline Helbronner (pension and benefits); Navin Joneja (competition); Mary Jane Stitt (insurance) and Seumas Woods (litigation).
CUNA Mutual was represented by its Vice President and Associate General Counsel, Mike Anderson; Vice President and Associate General Counsel, Steve Suleski; Associate General Counsel, Jim McCoy and Attorney, Kate Johnson. Bennett Jones LLP assisted CUNA Mutual on the transaction, with a team that included Alan Bell and Andrew Kingsmill (M&A); Thomas Bauer (tax); Susan Seller (pension and benefits); Leonard Griffiths (environmental) and Stephen Burns (technology).