Vertex One Asset Management Inc. Announces Closing of Pender Transaction

VANCOUVER, Dec. 16, 2019 /CNW/ - Vertex One Asset Management, Inc. ("Vertex One") announced today that it has completed the previously announced transaction (the "Transaction") with PenderFund Capital Management Ltd. ("Pender") whereby, pursuant to a purchase agreement between Vertex One and Pender (the "Agreement"), Pender has acquired the investment fund management contracts of five investment funds managed by Vertex One:  the Vertex Value Fund, Vertex Enhanced Income Fund, Vertex Growth Fund (the "Public Funds"), Vertex Fund and Vertex Managed Value Portfolio (together with the Public Funds, the "Funds").

"It has been six months since we started working with PenderFund Capital Management, and we continue to be incredibly impressed by Pender's dynamic approach to value investing and consistent performance, as well as by the genuine culture of integrity found across the firm", said John Thiessen, President of Vertex One Asset Management. "Most importantly, Pender takes very seriously their responsibility as stewards of their investors' wealth. We could not be happier to have Pender as a partner for our clients, and encourage you to reach out to the Pender team directly."

As part of the Transaction, each of the Vertex Growth Fund and the Vertex Fund have been merged into the Vertex Enhanced Income Fund (the "Merger"), which has been continued under the name "Pender Enhanced Income Fund." The Vertex Value Fund and the Vertex Managed Value Portfolio have also been renamed "The Pender Value Fund II" and "The Pender Partners Fund", respectively.

"We look forward to continuing to build upon the wonderful legacy of Vertex One Asset Management," said David Barr, President & CEO of Pender. "As an ideas-driven boutique investment firm, we focus on adding value to client portfolios by looking at parts of the market that are overlooked by larger firms."

The investment objectives of the Pender Enhanced Income Fund were changed to be consistent with those of the Pender Strategic Growth and Income Fund. With the potential to benefit from the Pender Enhanced Income Fund's inherited available tax losses, the new objectives of the Pender Enhanced Income Fund will be to generate income and long-term growth in value for unit holders.

With mandates similar to the existing Pender Value Fund, the Pender Value Fund II and the Pender Partners Fund investment objectives will be reset to achieve capital growth over the long-term for unit holders, while being sufficiently diversified to mitigate volatility, and these two new funds may also benefit from their available inherited tax losses.

As required by National Instrument 81-107 – Independent Review Committee for Investment Funds and the Agreement, the Transaction, Merger, and certain additional changes to the Funds (collectively, the "Proposals") were reviewed by the Independent Review Committee (the "IRC") of each of the Public Funds, which determined that each Proposal would achieve a fair and reasonable result for the Public Funds.

The Proposals were approved at the meetings of unitholders of each Fund, held on November 28, 2019, and received all necessary regulatory approvals on December 13, 2019.     

Upon completion of the Transaction, (i) Pender has become the investment fund manager and portfolio manager of the Funds; (ii) KPMG LLP will become the auditor of the Funds on or about January 1, 2020; (iii) the Vertex Growth Fund and the Vertex Fund have merged into the Vertex Enhanced Income Fund; (iv) the fundamental investment objectives of the Vertex Enhanced Income Fund have changed to allow Pender to consistently apply its value-based investment process; (v) the method in which certain operating expenses are charged to each Fund has been replaced with a fixed-rate administration fee; (vi) the management fee on Class B units of the Vertex Enhanced Income Fund has increased by 0.25%; and (vii) the trust agreement of each Fund has been amended to permit the trustee on behalf of the Fund to allocate capital gains to redeeming unitholders in a tax and/or cost-efficient manner.

The Public Funds are offered publicly pursuant to a simplified prospectus dated June 28, 2019, as amended by Amendment No. 1 dated September 6, 2019 and Amendment No. 2 dated October 21, 2019 (the "Simplified Prospectus"), and the Vertex Fund and Vertex Managed Value Portfolio are offered privately pursuant to offering memorandums dated October 24, 2019. Additional details regarding the Transaction and the other changes affecting the Public Funds are set out in the Simplified Prospectus, annual information form and fund facts for the Public Funds, and amendments thereto, which are available at www.vertexone.com or at www.sedar.com.

About PenderFund Capital Management Ltd.

Pender was founded in 2003 and is an independent, employee-owned investment firm located in Vancouver, British Columbia. Its goal is to protect and grow wealth for its investors over time. To achieve this, Pender seeks to understand the quality of a business or security, obtain more value than it is paying for, deploy capital in flexible mandates and mitigate downside risk. Pender has a talented investment team of expert analysts, security selectors and independent thinkers. They manage a suite of niche investment funds with active, concentrated portfolios of value-based, occasionally contrarian, investments. Visit www.penderfund.com

About Vertex One Asset Management Inc.

As one of the longest-running alternative investment managers in Canada, Vertex One Asset Management is proud to be a Canadian-run, employee-owned firm, delivering over 20 years of quality alternative investment solutions for retail and institutional investors.

Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Fund Facts and the Simplified Prospectus for the funds before investing. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated.  Information in this news release, other than statements of historical fact, may be forward-looking information. By their very nature statements that constitute forward-looking information are subject to numerous risks and uncertainties, some of which are beyond Vertex One's control.  Although forward-looking information contained in this press release is based upon what management of Vertex One believes are reasonable assumptions, there can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Any forward-looking information in this news release is provided as at the date of this news release, based upon the opinions and estimates of management and information available to management as at the date of this news release. Vertex One undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information contained in this news release.

SOURCE Vertex One Asset Management, Inc.

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