Carfinco Financial Group Inc. announces the approval of arrangement by shareholders

TSX: CFN

MADRID and EDMONTON, Nov. 10, 2014 /CNW/ - Carfinco Financial Group Inc. ("Carfinco") (TSX: CFN) announced today that, at a special meeting of shareholders of Carfinco ("Special Meeting") held on Friday, November 7^th, 2014, in Edmonton, Alberta, the shareholders passed a special resolution ("Special Resolution") approving a plan of arrangement (the "Arrangement") pursuant to section 193 of the Business Corporations Act (Alberta) whereby Santander Holding Canada Inc. ("Acquireco"), a wholly owned subsidiary of Banco Santander, S.A. ("Santander") will acquire all of the outstanding common shares of Carfinco for cash consideration (all in Canadian currency) of $11.25 per common share.

The Interim Order of the Court of Queen's Bench of Alberta required that the special resolution be passed by the affirmative vote of at least two-thirds of the votes cast by shareholders, voting as a single class, present in person or represented by proxy at the Special Meeting.  In addition, in accordance with securities laws, the Special Resolution must be passed by a simple majority of the votes cast by shareholders present in person or represented by proxy at the Special Meeting, excluding the votes required to be excluded in determining minority approval pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 

The Arrangement was approved by 99.71% of the votes cast by shareholders, voting as a single class, present in person or represented by proxy and by 99.61% of the votes cast by shareholders present in person or represented by proxy, excluding the votes required to be excluded in determining minority approval pursuant to MI 61-101.  Both votes exceeded the required approvals.

The completion of the Arrangement is subject to the approval of the Court of Queen's Bench of Alberta and to the satisfaction or waiver of other conditions described in the information circular dated October 3^rd, 2014, which was mailed to shareholders and is available on SEDAR at www.sedar.com under Carfinco's profile. Carfinco expects the completion of the Arrangement to occur in the fourth quarter of 2014.

About Santander

Banco Santander (SAN.MC, STD.N, BNC.LN) is a retail and commercial bank, based in Spain, with a presence in 10 main markets. Santander is the largest bank in the euro zone by market capitalization. Founded in 1857, Santander had EUR 1.34 trillion in managed funds, 107 million customers, 13,225 branches – more than any other international bank – and 183,648 employees at the close of June 2014. It is the largest financial group in Spain and Latin America. It also has significant positions in the United Kingdom, Portugal, Germany, Poland and the northeast United States. In the first half of 2014, Santander registered EUR 2.756 billion in attributable profit, an increase of 22% from the same period of the previous year.

About Carfinco

Carfinco is listed on the Toronto Stock Exchange (TSX) and its head office and credit/collection center are located in Edmonton, Alberta.

The company, which was founded in 1997, is specialized in non-prime consumer vehicle financing. The company purchases loans made by select independent and franchised vehicle dealers in all ten Canadian provinces. It works currently with over 2,200 dealers of which 45% are franchised dealers and 55% independent dealerships. The company has a geographically diverse portfolio (60% West and 40% East) and as at the end of June 2014 had CDN 278 million principal balance of finance and 29,500 customers.

Caution Regarding Forward-Looking Statements – This news release contains certain forward-looking statements, including statements with respect to the timing for completion of the Arrangement.  These statements are subject to a number of risks and uncertainties.  Actual results may differ materially from results contemplated by the forward-looking statements.  When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements.

SOURCE: Carfinco Financial Group Inc.

For further information about Carfinco, please contact: Mr. Tracy A. Graf, CEO & Director of Carfinco Financial Group Inc., Telephone: [phone], Facsimile: 1-888-486-7456, E-mail: [email protected], Web site: www.carfinco.com; The Howard Group Inc., Jeff Walker, Investor Relations, Telephone: [phone], E-mail: [email protected], Web site: www.howardgroupinc.com; For further information about Santander, please contact: Mr. José Manuel Campa, Head of Investor Relations, Telephone: [phone] or [phone]