TD Bank Financial Group acquired VFC Inc. on April 19, 2006, for $326 million. With its focus on non-prime automotive purchase financing, VFC is one of the largest Canadian-owned indirect consumer finance companies in Canada.
TD and VFC announced on February 16, 2006, that they had entered into a Support Agreement under which TD agreed that it would make a takeover bid to purchase all of VFC's common shares for either $19.50 per share in cash, or in TD common shares, or a combination of cash and TD shares. VFC's board agree to support the offer. On April 19, 2006, TD announced that holders of over 90 per cent of VFC's shares had accepted TD's offer. Pursuant to compulsory acquisition rules, TD acquired the remaining VFC Shares on May 19.
TD's legal team was led by Norie Campbell, vice-president, legal, and Jennifer Soward, senior counsel. Riaz Ahmed, senior vice-president, corporate development of TD, led TD's internal business team. McCarthy Tétrault LLP assisted TD on the transaction with a team that included Phil Moore, Brian Graves, Amrit Sidhu Ryan Hunter and Margaret Forbes (corporate) and Jerald Wortsman, Doug Cannon and Catherine Fagnan (tax).
The Special Committee of the Board of Directors of VFC was represented by Borden Ladner Gervais LLP with a team comprised of Frank Allen, Frank Callaghan, Paul Simon and Dyana McLellan (corporate/securities) and Eva Krasa (tax). Alison Manzer of Cassels Brock & Blackwell LLP was counsel to VFC.
Bill Orr and Geoff Clarke of Fasken Martineau DuMoulin LLP advised Sprott Securities Inc., the independent financial advisor to the Special Committee of the Board of Directors of VFC.
TD and VFC announced on February 16, 2006, that they had entered into a Support Agreement under which TD agreed that it would make a takeover bid to purchase all of VFC's common shares for either $19.50 per share in cash, or in TD common shares, or a combination of cash and TD shares. VFC's board agree to support the offer. On April 19, 2006, TD announced that holders of over 90 per cent of VFC's shares had accepted TD's offer. Pursuant to compulsory acquisition rules, TD acquired the remaining VFC Shares on May 19.
TD's legal team was led by Norie Campbell, vice-president, legal, and Jennifer Soward, senior counsel. Riaz Ahmed, senior vice-president, corporate development of TD, led TD's internal business team. McCarthy Tétrault LLP assisted TD on the transaction with a team that included Phil Moore, Brian Graves, Amrit Sidhu Ryan Hunter and Margaret Forbes (corporate) and Jerald Wortsman, Doug Cannon and Catherine Fagnan (tax).
The Special Committee of the Board of Directors of VFC was represented by Borden Ladner Gervais LLP with a team comprised of Frank Allen, Frank Callaghan, Paul Simon and Dyana McLellan (corporate/securities) and Eva Krasa (tax). Alison Manzer of Cassels Brock & Blackwell LLP was counsel to VFC.
Bill Orr and Geoff Clarke of Fasken Martineau DuMoulin LLP advised Sprott Securities Inc., the independent financial advisor to the Special Committee of the Board of Directors of VFC.
