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Client Work

Westaim completes US$264 million acquisition of JEVCO Insurance

Fasken
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Overview

Client

Inter-American Development Bank

On March 29, 2010, The Westaim Corporation completed the acquisition of all of the shares of JEVCO Insurance Company from Kingsway Financial Services Inc. The aggregate purchase price payable by Westaim to Kingsway in respect of the acquisition was $264.2 million, subject to certain adjustments. In order to finance the acquisition, Westaim had previously issued a total of 550 million subscription receipts at an issue price of $0.50 each for gross proceeds of $275 million. All 550 million subscription receipts were automatically converted immediately prior to the completion of the acquisition into an aggregate of 486,147,088 common shares of Westaim and 63,852,912 Series 1 Class A non-voting, convertible participating preferred shares of Westaim having the terms and conditions specified in the Articles of Amendment filed by Westaim on February 26, 2010.GMP Securities LP acted as financial advisor to Westaim in connection with acquisition and as the sole lead manager in respect of both a $50 million bought deal and a $59.5 million best efforts underwriting of subscription receipts.Fasken Martineau advised GMP Securities with a team that included Georges Dubé, Martin Fisher-Haydis, Laura Fetter, Michael Shour and Chelsea Bushfield (corporate/securities); and Robert McDowell, Kathleen Butterfield and Marvin Mikhail (financial institutions); with the assistance of students-at-law Susan Newell, Katherine Skinner, Kate Sangster-Poole and Laurie Turner.

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