Family Group Takes Cara Private

On February 25, 2004, an acquiring group comprised of principal shareholders, Gail Regan, Rosemary Phelan and Holiday Phelan-Johnson, along with Gabriel Tsampalieros, CEO, Cara, used Cara Holdings Ltd. to effect the transaction to take Cara Operations Ltd. private. The total transaction value of approximately $510 million included approximately $350 million to acquire common and class A non-voting shares of Cara not held by the acquiring group and approximately $160 million to repay outstanding medium term notes. Financing for the transaction was provided by the Bank of Nova Scotia and Scotia Capital Inc., acting as financial advisors. The independent valuation for the transaction was provided by BMO Nesbitt Burns Inc.

The acquiring group and Cara Holdings were represented by Stikeman Elliott LLP, with a team that included Marvin Yontef, Rob Nicholls, John Ciardullo and Amanda Linett (mergers and acquisitions), Karen Jackson, Jennifer Legge and Brian Freeman (banking) and David Finkelstein and Jason Brock (tax).

Cara Operations was represented by in-house counsel Ian Wilkie; and by Osler, Hoskin & Harcourt LLP, with a team that included Jean Fraser, Mark Trachuk and Colin Berryman (corporate securities and mergers and acquisitions), Laurie Barrett and Susan Paré (banking), David Tetreault, Steve Suarez and Lyne Gaulin (tax), Joyce Bernasek and Amrit Sidhu (banking), Jack Cook (commercial property) and Diane Cornish (intellectual property).

The Bank of Nova Scotia was represented by Borden Ladner Gervais LLP, with a team that included Bruce Fowler, Winn Oughtred, Joanne Foot, James Mathers, Carlyn Klebuc, Gus Karantzoulis, Lee Woods and Ziad Katul in Toronto and Pierre Côté and Daniel Gendron in Montreal. The independent committee of the board of directors was represented by William Orr of Heenan Blaikie LLP.