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AJG > SEC Filings for AJG > Form 8-K on 8-Jul-2014All Recent SEC Filings

Show all filings for GALLAGHER ARTHUR J & CO



Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 2, 2014, Arthur J. Gallagher & Co., through its subsidiary, 8276323 Canada Inc. (together, "Gallagher"), completed the acquisition (the "Acquisition") of Noraxis Capital Corporation ("Noraxis") from Roins Financial Services Limited (the "Seller"). Noraxis is an insurance brokerage firm that operates throughout Canada, with over 650 employees. The Acquisition was completed pursuant to a Share Purchase Agreement entered into on May 19, 2014 (the "Share Purchase Agreement") between Gallagher and the Seller. The description of the Share Purchase Agreement set forth under Item 1.01 of Gallagher's May 19, 2014 Current Report on Form 8-K is incorporated herein by reference.

In connection with the Acquisition, at completion Gallagher paid net cash consideration of approximately C$420 million, subject to a post-completion balance sheet adjustment (the "Purchase Price"), for approximately 89% of the equity of Noraxis. The remaining equity will be held by various management employees of Noraxis. Other than with respect to the Acquisition, there is no material relationship between Gallagher and the Seller. Gallagher funded the Purchase Price using mostly additional long-term borrowings and borrowings on its revolving credit facility portion of its unsecured multicurrency credit agreement.

The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Gallagher on May 19, 2014, and is incorporated herein by reference in its entirety.

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