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For years, everyone on the Street has expected the independent money managers to marry up.

But few would have predicted that the first multibillion-dollar takeover would find Trimark Financial chairman Robert Krembil at the alter.

You see, for the better part of two decades, Mr. Krembil has enjoyed incredible success doing things his own way. After honing his value investing approach as a pension fund manager with Bolton Tremblay, Mr. Krembil and partner Arthur Labatt opened the doors at Trimark in 1981.

For its first decade, Trimark was an unremarkable player in a market backwater; insurers and pension funds were the market's big guns. The Canadian mutual fund industry boasted less than $25-billion in assets in 1990, and as recently as 1993, Trimark was home to less than $5-billion.

Then, as now, it was a pleasure to talk stocks with Mr. Krembil. He could set down the logic behind every holding -- why Dofasco's cold-steel rolling mill was superior to peers; what made Becker Milk an attractive turnaround. He agonized over internal investment issues, such as expanding the number of stocks that a Trimark fund would hold from 20 to 30 names in order to meet the pressures that came as money poured in.

This passion fuelled performance, and the cash did pour in at Trimark. In the nineties, hot stock markets and low returns on GICs pushed investors into mutual funds, and industry assets increased 15-fold to $380-billion. Trimark's performance made it one of the fastest-growing companies with assets peaking at $29.1-billion in 1998.

Much is made of the redemptions that hammered Trimark over the past two years -- assets are now at $24.8-billion. But value fund managers are bound to fare poorly in a momentum-driven market, and yesterday Mr. Krembil wore his recent underperformance like a badge of honour, earned on the front lines of the investing wars. The 57-year-old money manager proudly noted that he'd stuck to his style, and in recent months, performance at Trimark's flagship funds had come around.

In fact, things were looking pretty good at Trimark yesterday. In addition to the uptick in performance, cash reserves were $245-million and the company boasted the most recognized brand name in mutual funds. Trimark did not need to do a deal.

Yet here was Mr. Krembil singing the praises of a $2.7-billion takeover by Britian's Amvescap, parent of Toronto-based AIM Funds Management.

Trimark's chairman is one of the country's best judges on when to buy and when to sell a company. Yesterday's Mr. Krembil said he decided to move because Marshall McLuhan had it right: We truly are living in a global village, and money management, like so many other industries, has become a global game.

With $410-billion (U.S.) in assets, Amvescap offers economies of scale, an ability to innovate and a spectrum of products that Trimark alone could never hope to match. If you buy into the global argument, the business case for this deal is clear.

To the extent Trimark was a gamble for those who founded the firm in 1981, the bet has paid off handsomely. Mr. Krembil and Mr. Labatt have sold shares over the years, and still walk away from yesterday's deal with more than $400-million each.

But at some point, the money becomes secondary. Mr. Krembil didn't open up emotionally, but he's invested his life in Trimark and doing this deal must have been a wrenching decision. He will keep picking stocks as chairman of the combined firms, but yesterday marked the end of a wonderful run. Mr. Krembil's peers are going down the same road. The era of owner-operated money manager is drawing to a close. In structuring Amvescap's offer for Trimark, investment bankers and lawyers had to serve at least two masters.

The deal had to contain cash for investors looking for a quick score, while providing a tax-efficient solution for many large shareholders. Full marks to the architects of this takeover for succeeding on both fronts.

Amvescap is making up to $760-million in cash available. In addition, the company is offering a near-cash alternative that offers the upside of equity in the form of an exchangeable debenture. It's the first time this form of financing has been used in a Canadian takeover.

Up to $1.3-billion worth of debentures are available. They pay 6-per-cent interest and they're convertible into Amvescap shares at any time over the next three years.

Finally, Amvescap is offering up to $1.97-billion of its own shares, or so-called exchangeable shares. The latter will be listed on the Toronto Stock Exchange but track the price of the British parent. This gives investors a tax-free, RRSP-eligible way off their Trimark positions.

RBC Dominion Securities advised Trimark through a long auction process, while CIBC World Markets did the honours for Amvescap. On the legal front, Goodman Phillips & Vineberg advised Trimark, while Stikeman Elliott looked after Amvescap. The Trimark offer marked the third exchangeable share structure that Stikeman has rolled out for a British firm doing a Canadian takeover.

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