On October 3, 2018, The Bank of Nova Scotia (“Scotiabank”) completed the acquisition of MD Financial Management from Canadian Medical Association (“CMA”) for a purchase price of $2.585 billion.
To fund a portion of the purchase price, Scotiabank agreed to sell 22,655,000 common shares at $76.15 per share on a bought deal basis for gross proceeds of $1,725,178,250. The common shares issued included 2,955,000 shares purchased by the underwriters pursuant to the over-allotment option exercised in full by the underwriters.
Concurrent with the closing of the acquisition, Scotiabank and CMA entered into a 10-year collaboration pursuant to which CMA will exclusively promote Scotiabank as the preferred provider of financial products and services to physicians and their families in Canada and, as part of the arrangement, both parties will jointly support philanthropic initiatives and other programs for physicians and the communities they serve.
The Bank of Nova Scotia was represented internally by Ian Arellano, EVP and General Counsel, Katy Waugh (Securities), SVP and Deputy General Counsel, Anita Mackey, SVP and Associate General Counsel, and Joanna Bliss, Senior Counsel, Strategic Transactions. Torys LLP provided external support with a team led by (Ricco) A.S. Bhasin and which included Glen Johnson (Securities), Marko Trivun, Jacob Posen, Brett Saulnier (Securities), Richard Johnson (Tax), Susan Nickerson (Pensions & Employment) and Isabella Sozzi.
Canadian Medical Association was represented internally by Jean Nelson, Vice President, Legal and Governance CMA, Charlene Pries, Legal Counsel CMA, and Christine Thomas, Senior Legal Counsel, MD Financial Management and externally by Stikeman Elliott LLP with a team led by Mario Nigro and which included Stuart Carruthers, Alethea Au, Barbara Sheng, Rolake Adeniran, Andrew Martinez, Anne-Marie Panzini, Tracey Thornton and Dalton Turner (Corporate/M&A), Frank Mathieu, Jean-Guillaume Shooner and Adam Drori (Tax), Natasha vandenHoven, Michel Legendre and Allyson Marta (Pensions), Nancy Ramalho, Stephanie Weschler and Stephanie Pasternyk (Employment), Jonathan Auerbach (IP), Paul Collins, Michael Laskey and Ashley Piotrowski (Competition), Dana Porter (Real Estate) and David Elder (Privacy).