On May 29, 2002, Sun Life Financial Services of Canada Inc. completed the $7.1 billion acquisition of Clarica Life Insurance Company. The transaction created Canada’s largest life insurance company and one of the largest publicly traded life insurance companies in North America. The deal was also notable for its novel structure in which the share capital of Clarica was reorganized to effect the automatic exchange of Clarica shares for Sun Life shares through a series of steps designed to address the structuring challenges inherent in the governing legislation.
Sun Life Financial was advised by Torys LLP, with a team that included Richard Balfour, Philip Mohtadi, Matt Cockburn and Paul Guthrie (securities and M&A), John Unger and Lucia ten Kortenaar (tax) and Carolyn Naiman and Phil de L. Panet (competition). Sun Life Financial received U.S. advice from Stephen Rooney and K. Oliver Rust (securities) and Dennis Quinn (insurance) of LeBoeuf, Lamb, Greene & MacRae, LLP in New York. Sun Life was also represented by in-house counsel Thomas Bogart, William Minucci, Natalie Ochrym and William Zeyl.
Clarica was represented by Davies Ward Phillips & Vineberg LLP, with a team consisting of Jean-Paul Bisnaire, Vincent Mercier, Andrea Daly and Melanie Shishler (securities and M&A), David Smith, Q.C., and Siobhan Monaghan (tax), Mark Katz and Simon Lockie (competition) and Scott Hyman (financial institutions) in Toronto, and Guy Lander and Scott Tayne (securities) and James Guadiana and Robert Miller (tax) in New York. Clarica was also represented by William Orr of Heenan Blaikie LLP, and by in-house counsel Mary Duncan and Gregory Shepherd.