Arthur J. Gallagher & Co. acquires Noraxis

Arthur J. Gallagher Canada Limited, a subsidiary of Arthur J. Gallagher & Co. (AJG), completed its acquisition of Noraxis Capital Corporation from Roins Financial Services Limited, which also owns the RSA Canada group of companies (RSA). The aggregate purchase price for the business, including minority interests and subject to adjustment, was approximately $500 million. Noraxis management shareholders continue to hold approximately 11 per cent of the business.

Noraxis is a holding company with a Canadian insurance broker network comprising six operating brokerage businesses: Renfrew (Alberta); Ranger (Manitoba); BF&G Group (Nova Scotia and New Brunswick); and CG&B, Stevenson & Hunt and Atrens Counsel (Ontario).

AJG is an international insurance brokerage and risk management services firm headquartered in Itasca, Illinois, that employs approximately 4,500 people across 30 countries including the USA, United Kingdom, Canada and Australia.

AJG's legal team was led by Walt Bay, Corporate Vice President, General Counsel and Secretary, Jerry Hanner, Vice President & Deputy General Counsel, in Itasca, and Bill McGowan, Chief Counsel Legal, Bridget Lambie, Senior Counsel, and Carolyn Murphy, Partner, Simmons & Simmons (on secondment to AJG), in London.

Fasken Martineau DuMoulin LLP advised AJG with a team led by Byron Loeppky (M&A/corporate/corporate governance) and Stephen Kerr (M&A/corporate/insurance regulatory) that included Robert McDowell (insurance and industry advisory expertise); Wojtek Baraniak (M&A/corporate/insurance regulatory); Huy Do (competition); Christopher Steeves and Thomas Brook (tax); Paul Casuccio (commodity tax); Brian Wright (banking); Tracy Hooey (securities regulatory); Ross Gascho (pension and benefits); Patrick Gannon (employment); Ralph Nero (employment and business immigration); May Cheng (IP); Andrew Nunes (technology); Rosalind Cooper (environmental); Jack Yu and Arun Krishnamurti (corporate) and Marc Iaccino (real estate).

RSA was represented by Robin Richardson, Lesley Munk and Joy Avzar of RSA Canada; by Adam Givertz, Stephen Centa, Emelia Baack, Christian Kurtz, Tim Phillips, Andrea Quek and Eric Wexler (corporate) and Scott Sontag (tax) of Paul, Weiss, Rifkind, Wharton & Garrison LLP; and by Stuart Carruthers (corporate and regulatory); Aaron Fransen, Courtney Wilson, Deana Toner and Ian Noble (corporate); John Lorito, Katy Pitch and Kyle Lamothe (tax); Paul Collins and Michael Laskey (competition); Darin Renton (regulatory); Natasha Vandenhoven and Luc Vaillancourt (pensions and benefits); Nancy Ramalho (employment); Wesley Ng (information technology) and Jonathan Auerbach (intellectual property) of Stikeman Elliott LLP.

The employee shareholders were represented by Fred Rose of Siskinds LLP.


Brian G. Wright John G. Lorito Paul Collins Rosalind H. Cooper Stuart S. Carruthers Robert W. McDowell Byron W. Loeppky Tracy L. Hooey