Compass Acquires Cara's Health Services Division

Compass Group Canada (Beaver) Ltd., a wholly owned subsidiary of Compass Group Canada Ltd., acquired the health services division of Cara Operations Limited on April 28, 2002 for approximately $30 million. The acquisition was structured as a sale by Cara of the assets of the division to a newly incorporated company followed by a purchase by Compass of all the shares of the acquisition vehicle.
As part of the transaction, Compass Group also entered into a food service distribution agreement with Cara’s distribution subsidiary, Summit Food Service Distributors Inc., to supply Compass’s health services accounts in Canada, and a development agreement that will allow Compass to continue licensing certain Cara brands, including Harvey’s, Swiss Chalet and Second Cup Limited, to such clients.
Compass Group was represented by in-house counsel Tracey Durand, and by Gowling Lafleur Henderson LLP, with a team that included Filomena Frisina, Stephen Clarke and Carl Turner (corporate), Sharon Bennett (tax) and Clifton Prophet (pensions).
Cara was represented by Osler, Hoskin & Harcourt LLP, with a team that included Jean Fraser, Judith Harris, Michelle Lally, Kelly Moffatt, Anthony Devir, John Groenewegen, Damian Rigolo, Minal Upadhyaya and Lesha Van Der Bij.