IPC Financial Network Inc.and ING Canada Inc. Strategic Alliance

On December 19, 2000, IPC Financial Network Inc. (IPC) and ING Canada Inc. (ING) announced the completion of the transaction cementing their strategic alliance. Pursuant to the terms of the transaction, the following events occurred: (a) IPC’s acquisition of AFP Financial Holdings Inc.—a wholly-owned subsidiary of ING—in exchange for the issuance of 11,200,000 IPC common shares; (b) an equity investment of $7.5 million by ING consisting of a promissory note and warrants to acquire 2.5 million additional IPC shares; (c) the provision of a $25 million credit facility by ING to IPC; and (d) certain corporate governance and post-closing shareholder arrangements.

As a result of the transaction, ING is IPC’s largest shareholder owning approximately 23 per cent of the outstanding IPC common shares on a fully diluted basis. With the closing of the transaction, assets under administration by IPC will amount to approximately $7 billion.

Goodmans LLP acted for IPC with a team comprised of Jonathan Lampe, Robert Vaux and Susan Doi (corporate and securities) and Jeff Citron (banking). McMillan Binch acted for ING with Francoise Guénette, Senior Vice-President, Corporate and Legal Services and Sajida Mehdi, Legal Counsel, co-ordinating the file as ING’s in-house counsel. The McMillan Binch team consisted of Sean Farrell, Robert McDermott, Ted Scott and Ilana Singer (corporate and securities), Bill Woloshyn and Joseph Chertkow (banking) and Jeff Roode (competition).