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Co-operators Life Insurance Company and Central 1 Credit Union complete US$245 million acquisition of The CUMIS Group

Fasken
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Co-operators Life Insurance Company

On December 31, 2009, in Canada's largest P&C insurance industry acquisition of the year, Co-operators Life Insurance Company and Central 1 Credit Union jointly, through a newly-incorporated subsidiary, completed their acquisition of all of the issued and outstanding shares of The CUMIS Group Limited by way of a court-approved plan of arrangement carried out pursuant to the provisions of the Canada Business Corporations Act for aggregate consideration of approximately $245 million (including a special dividend paid to shareholders in connection with the transaction). The transaction was fully supported by The CUNA Mutual Group, the former majority shareholder of CUMIS, which had held approximately 87.4% of the CUMIS shares.

CUMIS provides a full range of personal insurance to the Canadian credit union system, including credit and mortgage protection, life, disability and critical illness, home, auto, travel and employee benefits. It also provides business, liability and property insurance to credit unions, as well as wealth management services and products, including credit union group retirement plans. The completion of the transaction results in a strong, Canadian-owned supplier of insurance products and services to Canadian credit unions and their members. On completion of certain reorganizational steps involving, among others, CUMIS, Co-operators and Central 1 (expected by mid-2010), Co-operators will hold approximately 73% of CUMIS and Central 1 will hold approximately 27% of CUMIS.

The Cooperators legal team was led by its General Counsel, Frank Lowery, and Counsel, Jay Harris. Fasken Martineau assisted Co-operators on the transaction, with a team including Robert McDowell, Richard Steinberg, Dan Batista, Koker Christensen and Marvin Mikhail (M&A), Robert Elliott and Kathleen Butterfield (regulatory), Kathleen Hanly and Kevin Yip (tax), Paul Casuccio (commodity tax), Peggy McCallum and Ross Gascho (pension and benefits), Douglas New (competition), Andrew Alleyne (technology), Armand Benitah (intellectual property), Ralph Nero (employment) and Rosalind Cooper (environmental).

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