On December 10, 2018, Empire Company Limited completed the acquisition of Farm Boy, one of Canada’s fastest growing and most successful food retailers, from Berkshire Partners and Farm Boy’s management shareholders based on an enterprise value of $800 million.
Empire Company Limited is a Canadian company headquartered in Stellarton, Nova Scotia. Empire’s key businesses are food retailing and related real estate. With approximately $24.4 billion in annualized sales and $8.7 billion in assets, Empire and its subsidiaries, franchisees and affiliates employ approximately 120,000 people.
Farm Boy fresh market stores have been providing a fun and friendly, fresh market shopping experience for over 36 years, with legions of loyal fans in Brantford, Cambridge, Cornwall, Hamilton, Kingston, Kitchener, London, Ottawa, Pickering, Toronto (Etobicoke) and Whitby. Farm Boy currently operates 26 stores in Ontario, all of which are brimming with wholesome, healthy, tasty food choices.
Under the deal, Farm Boy has been set up as a separate company within Empire’s structure with the goal of accelerating its growth in urban and suburban markets. Farm Boy’s co-CEOs, together with members of their senior management team, have reinvested for a 12% interest of the continuing Farm Boy business.
The Empire legal team was led by Empire General Counsel Doug Nathanson, assisted by Stewart McKelvey in Canada with a team that included Deanne MacLeod, Marc Reardon, Trevor MacDonald (M&A), Paul Festeryga (Tax) and Sadira Jan (Financing), and Paul, Weiss, Rifkind, Wharton & Garrison LLP in the US, with a team that included Adam Givertz and Andrea Quek. Stikeman Elliott LLP acted as Canadian Competition counsel to Empire with a team that included Lawson Hunter, Paul Collins and Michael Laskey.
Davies Ward Phillips & Vineberg LLP acted as Canadian counsel to Berkshire Partners with a team that included Cam Rusaw, Patrick Barry, Marc Pontone and Jonathan Bilyk (M&A), Adam Fanaki and David Feldman (Competition), Paul Lamarre (Tax) and Jessica Bullock (Benefits). Weil, Gotshal & Manges LLP acted as US counsel to Berkshire Partners with a team that included Shayla Harlev, Jakub Wronski, Adam Borenstein and Nathaniel Moore (M&A), Mark Schwed and Emily Cusick (Tax) and Michael Nissan and Amanda Rosenblum (Benefits). Kelly Santini LLP represented Farm Boy management in connection with their reinvestment in the business, with a team that included Larry Kelly and Peter Hamilton.