Cookie Jar Group Acquires CINAR

On March 15, 2004, the Cookie Jar Group, an investor group comprised of Michael Hirsh, Toper Taylor, TD Capital Canadian Private Equity Partners and OMERS Merchant Banking Group, completed the acquisition, by way of plan of arrangement, of all the shares of CINAR Corp., a Montreal-based children's entertainment and education company. The total cash consideration of approximately US$143.9 million paid to the former shareholders of CINAR was financed in part by a debt facility provided by the Royal Bank of Canada. In addition, CINAR shareholders received one contingent cash entitlement for each share, entitling them to share in the net proceeds of certain litigation after taking into account various adjustments.

In connection with a lock-up agreement with the founders of CINAR, the arrangement agreement with CINAR and the plan of arrangement, the investor group was represented by Goodman and Carr LLP, with a team that included Lawrence Chernin, Fraser McDonald, Gary Litwack, Jason Meretsky, Ivan Grbesic, Bernard Morris, Cosimo Fiorenza and Peter Jovicic. Goodman and Carr also acted on behalf of Michael Hirsh personally.

In connection with the debt facility, the investor group was represented by Fasken Martineau DuMoulin LLP, with a team that included Jonathan Levin, David Salomon, Walter Palmer, Gary Fogler, Claudia Feldkamp and Kevin Clinton in Toronto, and Robert Paré, Gilles Leclerc, Mireille Tremblay, Daniel Picotte, Stéphane Gilker, Serge Guérette, Chloé Archambault and Alain Ranger (tax) in Montreal. Fasken Martineau DuMoulin also acted on behalf of TD Capital Canadian Private Equity Partners and its Montreal office assisted in connection with the arrangement agreement and the plan of arrangement.

Toper Taylor was represented by David Sands, John Bonn and Jeff Shieh of Sheppard Mullin Richter & Hampton LLP in Los Angeles.

OMERS Merchant Banking Group was represented by Steve Kelman of Aird & Berlis LLP.
Regarding the US aspects of both corporate matters and those related to the debt facility, the investor and CINAR were represented by Skadden, Arps, Slate, Meagher & Flom LLP, with a team that included Christopher Morgan and Eric Spindel (corporate) in Toronto, and Carl Guida (labour and employment) and Nada Payne (banking and institutional investing) in New York; and assisted in the debt facility by Schell Bray Aycock Abel & Livingston PLLC in Greensboro, North Carolina, with a team that included Doris Bray and Garland Graham.

CINAR was represented in Canada by Mark Chernin, vice-president, business and legal affairs, and by Heenan Blaikie LLP, with a team that included Marcel Aubut, Q.C., Manon Thivierge, Eric Levy, Bruno Caron, Sam Berliner, Bernard Amyot, Patrick Ferland, Stavroula Makris, Karen Bengualid Payne, Christophe De Koster and Dominique Lafleur in Montreal, Bill Orr and Lisa Davis in Toronto, and Paul Franco in Ottawa; and in the US by Melvin Epstein of Stroock & Stroock & Lavan LLP in New York.

The Royal Bank of Canada was represented in Canada by Stikeman Elliott LLP, with a team that included Sharon Polan, Dan Thomson, Rob Nicholls, Dean Koumanakos and Anjali Banka in Toronto, and Etienne Massicotte and Donna Benedek in Montreal; and in the US by Poyner & Spruill LLP, with a team that included James M. O'Brien III, Brian Corbett, Suzanne Griffin and Debra Leach in Raleigh, North Carolina.