Addenda Capital Acquired by The Co-operators for $306.5 Million

On April 22, 2008, The Co-operators Group Ltd. (The Co-operators) and Montreal-based institutional investment management firm Addenda Capital Inc. (Addenda) completed the amalgamation of Addenda with 9192-8192 Québec Inc. (Newco), a subsidiary of The Co-operators.
In connection with the amalgamation, all shareholders (other than Newco) have received $26.50 in cash for each share of Addenda held immediately prior to the amalgamation. The transaction valued Addenda's equity at approximately $306.5 million.

Certain senior management shareholders of Addenda have exchanged, immediately prior to the amalgamation, in the aggregate approximately 50 per cent of their common shares of Addenda for shares of Newco. Solidarity Fund QFL has exchanged, immediately prior to the amalgamation, 100 per cent of its common shares of Addenda for shares of Newco and has subscribed to additional common shares of Newco. Certain employees of Addenda have also exchanged, immediately prior to the amalgamation, part of their common shares of Addenda for shares of Newco.

Based in Guelph, Ontario, The Co-operators is a group of Canadian companies offering home, auto, life, group, travel, commercial and farm insurance, as well as investment products. The Co-operators Group Limited is a 100 per cent Canadian-owned co-operative with assets of more than $7 billion. Owned by a group of Canadian co-operatives, credit unions and like-minded organizations, The Co-operators is well known for its community involvement and is listed among the 50 Best Employers in Canada.

Addenda is an investment management firm specializing in the active management of fixed-income portfolios, primarily for institutional clients. As of December 31, 2007, Addenda had assets under management of approximately $29.3 billion.

The Co-operators was represented by Borden Ladner Gervais LLP with a team comprised of Francis Allen, Gord Raman, Paul Simon, Habeeb Syed, John Godber, Tammy Shulman and Fred Enns (corporate/securities), Charles Marquette (tax) and François Longpré (labour).

The senior management shareholders of Addenda were represented by McCarthy Tétrault LLP with a team comprised of Daniel Bénay, Patrick Boucher, Frédéric Cotnoir, Julie Elmlinger, Nathalie Gagnon, Marc-André Godard, Frédéric Harvey, Michael Kaud, and George Maziotis.

The Transaction Committee of Addenda was advised by Fasken Martineau DuMoulin LLP with a team comprised of Robert Paré, Gilles Leclerc, Jean Michel Lapierre and Rebecca McLeod (corporate/securities), and Gilles Carli (tax).