QUEBEC CITY, March 26, 2018 /CNW Telbec/ - Industrial Alliance Insurance and Financial Services Inc. ("iA Financial Group" or the "Company") announced today that it has obtained an interim order from the Superior Court of Quebec (the "Interim Order") in connection with the arrangement transaction (the "Arrangement") with iA Financial Corporation Inc. ("iAFC") previously announced in February 2018. The Interim Order, among other things, authorizes the Company to call and hold an annual meeting of the Company's common shareholders and participating policyholders combined with a special meeting of common shareholders (collectively, the "Meeting"), at which common shareholders will be asked to approve the previously announced Arrangement under the Companies Act (Quebec) with respect to the Company and under the Business Corporations Act (Quebec) with respect to iAFC. In accordance with the Interim Order, the Meeting will be held on May 10, 2018 at the Quebec City Convention Centre, 1000 René-Lévesque Blvd. East, Quebec City, Quebec, at 2:00 p.m. (Eastern Time).
As previously disclosed, the Company entered into an arrangement agreement with iAFC and the Board of Directors of the Company is unanimously recommending that common shareholders vote in favour of a plan of arrangement giving effect to the Arrangement that, upon completion, would result in iAFC becoming a holding company as well as the parent corporation holding all outstanding common shares of the Company.
The hearing date for the application for the final order of the Court (the "Final Order") has been scheduled to take place at 9:30 a.m. (Eastern Time) on May 17, 2018. If the Court's and all necessary statutory and regulatory approvals are obtained and the conditions to completion of the Arrangement are satisfied or waived, the Company currently expects that the Arrangement will close before the end of 2018.
The record date for determining the common shareholders entitled to receive notice of and to vote at the Meeting is March 23, 2018. All common shareholders are encouraged to vote in person or by proxy at the Meeting. The Company intends to mail the Notice of Meeting and the Management Proxy Circular, together with a form of proxy to common shareholders of record by April 10, 2018. The Meeting materials will be available on SEDAR at www.sedar.com under the Company's profile.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and accordingly may not be offered or sold within the United States or to "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. It is anticipated that any securities to be issued under the Arrangement will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and pursuant to applicable exemptions under state securities laws.
Forward-Looking Statements
This press release may contain statements relating to strategies used by the Company or statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "may", "will", "could", "should", "would", "suspect", "expect", "anticipate", "intend", "plan", "believe", "estimate", and "continue" (or the negative thereof), as well as words such as "objective" or "goal" or other similar words or expressions. Such statements constitute forward looking statements within the meaning of securities laws. Forward-looking statements include, but are not limited to, information concerning the Company's possible or assumed future operating results. These statements are not historical facts; they represent only the Company's expectations, estimates and projections regarding future events.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Factors that could cause actual results to differ materially from expectations include, but are not limited to: general business and economic conditions; level of competition and consolidation; changes in laws and regulations including tax laws; liquidity of the Company including the availability of financing to meet existing financial commitments on their expected maturity dates when required; accuracy of information received from counterparties and the ability of counterparties to meet their obligations; accuracy of accounting policies and actuarial methods used by the Company; insurance risks including mortality, morbidity, longevity and policyholder behaviour including the occurrence of natural or man made disasters, pandemic diseases and acts of terrorism. The forward‑looking statements in this news release reflect the Company's expectations as of the date of this document.
Additional information about the material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the "Risk Management" section of the Management's Discussion and Analysis for the year 2017 and in the "Management of Risks Associated with Financial Instruments" note to the Company's audited consolidated financial statements for the year ended December 31, 2017, and elsewhere the Company's filings with the Canadian securities regulators, which are available for review at sedar.com.
The forward-looking statements in this news release reflect the Company's expectations as of the date of this press release. The Company does not undertake to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.
About iA Financial Group
Founded in 1892, iA Financial Group is one of the largest insurance and wealth management companies in Canada. It also operates in the United States. iA Financial Group stock is listed on the Toronto Stock Exchange under the ticker symbol IAG.
iA Financial Group is a business name and trademark of Industrial Alliance Insurance and Financial Services Inc.
SOURCE Industrial Alliance Insurance and Financial Services Inc.
Investor Relations, Grace Pollock, Telephone: 418-780-5945, [email protected]; Public Relations, Pierre Picard, Telephone: 418-684-5000, extension 101660, [email protected]
Share this article