WeirFoulds, Cassels advising Lorne Park; Stikeman Elliott acting for Sagard
Lorne Park Capital Partners Inc. has entered into a definitive arrangement agreement with Sagard Private Equity Canada (SPEC), under which an affiliate of SPEC will acquire all outstanding shares of Lorne Park in an all-cash transaction valued at approximately $126.8 million. The deal signals a significant development in Canada’s mid-market wealth management sector and underscores increasing private equity activity in the financial services space.
Under the agreement, Lorne Park shareholders will receive $2.23 per share in cash, representing a 41.1 percent premium over the company’s closing price on June 4, 2025, and a 52.1 percent premium over the 20-day volume-weighted average trading price (VWAP) on the TSX Venture Exchange.
Senior executives and certain advisors, collectively called the rollover shareholders, will exchange their shares for equity in the acquiring entity, allowing them to retain equity stakes post-closing. Robert Sewell will continue as CEO alongside the current management team, and the company will remain majority-owned by management and advisors.
The deal was unanimously recommended by a special committee of Lorne Park’s board of directors, composed solely of independent directors, and approved by the full board (with interested directors abstaining). The committee received a fairness opinion from KPMG Canada.
WeirFoulds LLP is acting as legal counsel to Lorne Park Capital Partners and its special committee, advising on all corporate, regulatory, and governance matters related to the transaction.
Cassels Brock & Blackwell LLP is acting for Robert Sewell and Lorne Park's existing management team. The Cassels team includes Alexandra Iliopoulos, Nicola Geary, Pejman (PJ) Esfandiari, Camély Gendron, Tera Li Parizeau, and Stefanie Di Francesco. They advise on all aspects of the equity rollover and management participation in the transaction.
On the acquirer side, Stikeman Elliott LLP serves as legal counsel to Sagard Private Equity Canada and the purchaser, advising on transaction structuring, regulatory approvals, and corporate law matters.
Financial advisory support includes BMO Capital Markets acting for Lorne Park and RBC Capital Markets advising SPEC and the purchaser. KPMG Canada, in addition to providing the fairness opinion, worked as financial advisor to Lorne Park’s special committee.
Lorne Park chairman and chair of the special committee Christopher Dingle said about the deal, “This transaction, with its significant cash premium, represents an exceptional outcome for Lorne Park shareholders and provides certainty to shareholders while Lorne Park pursues its ongoing transformation.”
“Sagard Private Equity Canada brings unique mid-market experience and exceptional resources, including an extensive network of business relationships, which will strengthen our ability to serve clients and support the accelerated growth of our team,” said Lorne Park CEO Robert Sewell. “With this partnership, Lorne Park is better positioned than ever to deliver exceptional service and innovative solutions to our clients in both Canada and the USA.”
"Our fund invests in strong middle-market Canadian companies, and we have built strong conviction with Lorne Park's vision, strategy, and management team,” said partner and head of Sagard Private Equity Canada, Marie-Claude Boisvert. “We are looking forward to partner with its leadership team to continue building a best-in-class wealth management platform and supporting the company's long-term growth plans.”
The deal will be completed through a statutory plan of arrangement under the Business Corporations Act (Ontario). It requires approval by at least two-thirds of Lorne Park shareholders.
A special meeting of shareholders is expected in August 2025, with closing anticipated in the third quarter of 2025, subject to court, regulatory, and shareholder approvals.
