Under the terms of the proposed transaction, Fiera has entered into a binding agreement with National Bank to forge a “strategic alliance” that will see the integration of NBC’s Natcan Investment Management Inc. into Fiera’s existing business. The move that will almost double the size of both with a total of $54 billion of investments under management and give Fiera access to the bank’s distribution network in 442 branches across Canada.

New shares – 19.7 million – to be issued would result in a 35% equity stake in Fiera for National Bank, reducing the 43% stake now owned by Fiera founder and chief executive Jean-Guy Desjardins and other employees to 28%. The publicly-held stake of the company would drop to 26% from the current 40%, while the share held by Desjardins Financial Group, a founding investor that now holds 17%, would be 11%. (See deal details in an investor presentation here.)

But under a voting arrangement agreement that would enter into force when the deal closes following a shareholder vote, Desjardins will remain as Fiera’s controlling shareholder, chief executive and chief investment officer.

There are also buy and sell rights that would require the bank to purchase 75% of the interest held by Desjardins in the event there was a disagreement on an “extraordinary matter” to be proposed to Fiera shareholders, or require Desjardins Financial to sell 75% of its interest to National Bank.

A long-term assets under management agreement would require National Bank to pay certain amounts to Fiera if a certain ratio of assets under management is not maintained, and under a principal investors agreement, Desjardins Financial will have certain rights for four years to require National Bank to buy up to 75% of its interest in Fiera.

Stikeman Elliott LLP is acting for Arvestia Inc., the corporation through which Jean-Guy Desjardins and the management indirectly hold their controlling interest in Fiera with a legal team that includes Guy Masson (mergers and acquisitions, tax), Jean Farley (corporate/M&A), Caryn Grass (corporate), Luc Boucher (securities), and Franco Gadoury (tax).

GMP Securities LP is acting as financial advisor to Fiera and Osler, Hoskin & Harcourt LLP is legal counsel to Fiera, working with Violaine Des Roche, Fiera’s senior vice-president, legal affairs. The Osler team includes Christiane Jodoin, Éric Blondeau, Raphael Amram, John Leddy, John Black and Fady Hammal,all from the firm’s business law and securities group; tax lawyers François Auger and Alain Fournier, and Étienne Massicotte, a banking and financial services specialist.

National Bank Financial was National Bank’s financial advisor for the transaction and its legal advisor was McCarthy Tétrault LLP.

McCarthy Tétrault was legal advisor for the National Bank’s in-house counsels led by Brian Davis, executive vice-president, corporate development and governance, for National Bank Financial. The McCarthy Tétrault team was led by David McAusland, Patrick Boucher, Sonia Struthers and Frédéric Harvey.

Desjardins Financial Group was advised by an in-house counsel team led by Caroline Thomassin, general manager, legal affairs, projects and financings at Desjardins Group. Their legal advisors were Carol Pennycook, Peter Hong and Franziska Ruf from Davies Ward Phillips & Vineberg LLP.

Norton Rose Canada LLP was the legal advisor to the Special Committee of the Board of Directors of Fiera with a team that included Stephen Kelly, head of the Montreal business law practice group, Nicholas Cerminaro and Peter Riddell.