Freshfields, Norton Rose, S&C Handle $1.2 Billion BMO Buy
UPDATE: 1/29/14, 5:10 p.m. EST. The names of the lawyers advising BMO from Sullivan & Cromwell and Osler, Hoskin & Harcourt have been added to the sixth paragraph of this story.
BMO Financial Group, Canada's fourth-largest lender, has retained Freshfields Bruckhaus Deringer to advise on its $1.2 billion acquisition of F&C Asset Management, one of the top asset managers in Europe and the United Kingdom.
The deal is the second-largest in the history of BMO, a Montreal-based banking giant also known as the Bank of Montreal. Reuters reports that the bid by BMO makes it the latest big Canadian bank seeking to enhance its wealth management operations in the aftermath of the 2008 financial crisis. Over the past few years, Canada's largest banks have largely avoided the crises that have plagued their brethren in the United States and Europe.
Norton Rose Fulbright, which combined with Fulbright & Jaworski last summer and recently hired BMO’s former chief compliance officer, has taken the lead for F&C on the deal through corporate partners Paul Whitelock, Robin Brooks and Christopher Randall, all of whom are in London. The firm has previously advised the Edinburgh-based asset manager on a variety of matters. Benjamin Apfel serves as in-house head of legal at F&C, which the Financial Times reports has struggled with staff defections and declining performance in recent years.
That hasn't been the case for Norton Rose. The London-based firm, whose rapid expansion was the subject of a 2011 feature story in The American Lawyer, has recently been on a hiring spree in Canada. Norton Rose entered the country that year following the completion of its tie-up with top Canadian firm Ogilvy Renault. In late 2011, The Am Law Daily reported on Norton Rose's acquisition of Calgary-based Macleod Dixon. (Norton Rose is one of several leading U.K. and U.S. firms eager to grab a larger piece of the lucrative Canadian legal market, according to a report last week by U.K. publication Legal Week.)
John Jason, a former partner at Canada's Osler, Hoskin & Harcourt who served as BMO’s deputy general counsel and chief compliance officer from 2009 to 2011, joined Norton Rose this month as of counsel in Toronto. He is just one of several high-profile hires Norton Rose has recently made north of the border. Among the others are former Blake, Cassels & Graydon financial institutions partner John Teolis, who this month joined the global legal giant's Toronto office, and Raymond Bachand, a former Quebec finance minister, who came aboard as a strategic adviser in Montreal.
The deal announced Tuesday by BMO is the company's largest since its $4.1 billion buy of Milwaukee-based Marshall & Ilsley in 2010. Sullivan & Cromwell and Oslers advised BMO on that matter, according to our previous reports. C. Andrew Gerlach, an M&A and financial institutions partner with S&C in New York, and Oslers corporate cochair Douglas Marshall in Toronto are now working with Freshfields on BMO's proposed buy of F&C.
Matthew Cosans, cohead of the international asset management group at Freshfields in London, is leading a team from the Magic Circle firm working on the deal. Other Freshfields attorneys working on the matter include corporate partner George Swan, regulatory partner Mark Kalderon, employment partner Nick Squire and associates Ellie Dunne, Alice Greenwell, Peter Lawley, Philipp Leibfried, Steven Lightstone and Chetan Sheth.
P. Lino Cambone, BMO's chief counsel of investment funds, is leading an in-house team working on the deal that includes vice president of legal Mark Pratt, associate general counsel Chris Javornik, Richard Martin, Paul Bachand and Richard Stewart, senior legal counsel Brad Chapman and Neil Puddicombe, and senior counsel Angela Nikolakakos and Leanne Hull. BMO’s upper management is also well-stocked with lawyers.
General counsel Simon Fish was honored last year as one of Canada's top in-house attorneys, while former Toronto lawyer Thomas Milroy serves as head of investment banking unit BMO Capital Markets. Chairman of the board J. Robert Prichard also serves as chair of Canadian firm Torys, while former Sonnenschein Nath & Rosenthal partner David Jacobson is the bank’s vice-chairman. (BMO hired Jacobson last year after he stepped down from his position as the U.S. ambassador to Canada.) Chicago-based Winston & Strawn corporate governance partner Christine Edwards is as an independent member of BMO's board of directors.
BMO said in a statement that its purchase of F&C is expected to close after May 1.