MANAGEMENT-LED GROUP ANNOUNCES EXPIRY OF OFFER TO ACQUIRE COMMON SHARES OF CANACCORD GENUITY GROUP
TORONTO, June 14, 2023 /CNW/ - 1373113 B.C. Ltd. (the "Offeror") today announced the expiry of the offer (the "Offer") by the Offeror and a management-led group consisting of officers and employees (collectively, the "CG Employee Group", and together with the Offeror, the "Offerors") of Canaccord Genuity Group Inc. ("Canaccord Genuity" or the "Company") (TSX: CF) and its subsidiaries to acquire all of the issued and outstanding common shares of the Company (other than certain common shares beneficially owned by the CG Employee Group).
Certain substantive conditions to the Offer including conditions related to the receipt of required regulatory approvals, were not satisfied as of the Offer's expiry time (11:59 p.m., Toronto time, on June 13, 2023) and the Offeror determined not to extend the Offer. As a result, no common shares were acquired pursuant to the Offer and the Offer is now terminated. Any common shares deposited under the Offer and not withdrawn will be returned to the holders thereof promptly and in accordance with the terms of the Offer and take-over bid circular and related offer documents (the "Offer Documents").
In connection with the expiry of the Offer, the Offerors have entered into a standstill agreement with the Company the details of which have been announced separately by the Company. The Offeror has also agreed to immediately terminate its lock-up agreements with shareholders holding an aggregate of approximately 10.7% of the issued and outstanding common shares.
With the expiry of the Offer and the continuation of the Company's structure in its current form, there has been no change in the CG Employee Group's dedication and commitment to advancing the Company's strategy to enhance shareholder value over the long-term and to continue to ensure that the Company provides superior service to its clients.
Copies of the Offer Documents are available under the Company's profile on SEDAR at www.sedar.com.
REQUIRED EARLY WARNING INFORMATION
The Offeror, the sole shareholder of the Offeror, 1394025 B.C. Ltd. ("Holdco"), and the CG Employee Group entered into a co-bidding agreement dated January 9, 2023 (the "Co-Bidding Agreement") pursuant to which the parties agreed to, among other things, make the Offer and use commercially reasonable efforts to consummate certain other transactions pursuant to which the Offeror would have become the owner of all of the outstanding common shares of the Company, including all common shares owned by members of the CG Employee Group. Prior to the termination of the Co-Bidding Agreement, the Offerors collectively owned or exercised control or direction over an aggregate of (i) 21,138,039 common shares of the Company and (ii) 10,562,339 share-settled equity awards, which represented approximately 21.2% of the issued and outstanding common shares of the Company on a non-diluted basis (or approximately 30.3% on a partially-diluted basis).
As a result of the expiry and termination of the Offer, the Co-Bidding Agreement has terminated in accordance with its terms. Upon the termination of the Co-Bidding Agreement, neither the Offeror nor Holdco owns or exercises control or direction over any common shares of the Company, and the members of the CG Employee Group own or exercise control or direction over their individual holdings.
An early warning report will be filed by the Offeror, on behalf of itself, Holdco and the CG Employee Group, in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Christina Marinoff at +1 (416) 869-7293. The address of the Offeror is c/o Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8. The Company's head office is located at Suite 2200, 609 Granville Street, Vancouver, British Columbia, Canada V7Y 1H2.
This document contains forward-looking information and statements as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements relate to future events or future performance and reflect the Offeror's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding the future strategy of the Company and the related benefits for the Company's employees, clients, and public shareholders. Such forward-looking statements reflect the Offerors' current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the financial services industry and the risks and uncertainties associated therewith.
Although the forward-looking statements contained in this document are based upon what the Offeror believes are reasonable assumptions, there can be no assurance that actual results will be consistent with those expressed or implied by such forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, the Offeror does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements, whether as a result of new information, further developments or otherwise.
None of the Offerors, or any of their respective subsidiaries, affiliates, associates, officers, partners, employees, representatives and advisers, makes any representation or warranty, express or implied, as to the fairness, truth, fullness, accuracy or completeness of the information contained in this document or otherwise made available, nor as to the reasonableness of any assumption contained herein, and any liability therefore (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. Nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein.
SOURCE 1373113 B.C. Ltd.
CG Employee Group, Email: [email protected]
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