ICPEI Holdings Inc. Enters into Definitive Agreement for Going-Private Transaction

TORONTO, Dec. 9, 2022 /CNW/ – ICPEI Holdings Inc. (the “Firm”) (TSXV: ICPH) introduced right now that it has entered into an association settlement dated December 9, 2022 (the “Association Settlement”) pursuant to which key members of administration of the Firm and sure different staff and shareholders of the Firm (the “Rollover Shareholders”), Desjardins Basic Insurance coverage Group Inc. (“Desjardins”) and sure different traders (collectively with Desjardins and the Rollover Shareholders, the “Consortium”), will not directly purchase the entire issued and excellent widespread shares of the Firm (the “Firm Shares”) for money consideration of $4.00 per Firm Share pursuant to a statutory plan of association beneath the Enterprise Firms Act (Ontario) (the “Transaction”). The events to the Association Settlement embrace the Firm, 1000379990 Ontario Restricted (“Rollover Holdco”), the entity by means of which the Rollover Shareholders and sure different traders will finally maintain their oblique curiosity within the Firm, and 1000379969 Ontario Restricted (the “Purchaser”), an entity that’s 72.5% owned by Rollover Holdco and the rest of which is owned by Desjardins.

The acquisition worth of $4.00 per Firm Share displays a 90.5% premium to the Firm’s closing worth of $2.10 per share on the TSX Enterprise Alternate on December 8, 2022, a 74.7% premium to the amount weighted common worth of the Firm’s Shares during the last 30 buying and selling days and represents an estimated 2.1x worth to e-book worth a number of based mostly on the Firm’s stability sheet as at September 30, 2022.

Upon closing of the Transaction, the Rollover Shareholders, which, amongst others, embrace Serge Lavoie, President and Chief Government Officer of the Firm, Murray Wallace, Chairman of the board of administrators of the Firm (the “Board”), Robert Ghiz, a director of the Firm, Teddy Chien, Chief Monetary Officer of the Firm and Ken Coulson, Basic Counsel of the Firm, are anticipated to personal as a bunch, straight and not directly, roughly 66.1% of the Firm, sure different traders are anticipated to personal as a bunch, straight and not directly, roughly 6.4% of the Firm and Desjardins is anticipated to carry an oblique curiosity within the remaining 27.5%. The Rollover Shareholders presently beneficially personal, or train management or path over, roughly 33.1% of the Firm Shares.

Sharon Ranson, director and Co-Chair of the particular committee of impartial administrators (the “Particular Committee”), acknowledged, “After cautious deliberation, the Particular Committee considers that the Transaction represents the very best accessible path ahead for the Firm and its shareholders. The Transaction will present shareholders, apart from the Rollover Shareholders, with instant and sure money worth, whereas offering the Firm with extra flexibility to function as a personal firm within the arms of a dedicated long-term investor.”

Particular Committee and Board Approval

The Particular Committee, comprised of Sharon Ranson and James Falle, was constituted to think about the Transaction. Origin Service provider Companions, the monetary advisor to the Particular Committee, has supplied an opinion to the Particular Committee to the impact that, as of the date thereof and topic to the assorted assumptions, limitations and {qualifications} set out therein, the consideration to be acquired by the shareholders of the Firm (apart from the Rollover Shareholders and their respective associates) pursuant to the Transaction is truthful, from a monetary perspective, to such shareholders.

The Board (excluding conflicted administrators), following receipt of the unanimous advice of the Particular Committee, unanimously authorised the Association Settlement. Each the Particular Committee and the Board decided that the Transaction is in the very best pursuits of the Firm and truthful to the shareholders of the Firm (apart from the Rollover Shareholders) and the Board (excluding conflicted administrators) unanimously recommends that shareholders of the Firm (apart from the Rollover Shareholders) vote in favour of the Transaction on the particular assembly of shareholders to be held to approve the Transaction (the “Particular Assembly”).

Transaction Particulars and Timing

The Transaction is to be effected by the use of a court-approved plan of association beneath the Enterprise Firms Act (Ontario). The consummation of the Transaction is topic to the approval of the Transaction on the Particular Assembly by (i) a minimum of two-thirds of the votes forged by the Firm’s shareholders; and (ii) a easy majority of the votes forged by the Firm’s shareholders (apart from the Rollover Shareholders and another Firm shareholder required to be excluded for the aim of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions). Completion of the Transaction can also be topic to different customary circumstances, together with receipt of court docket approval. The Transaction will not be topic to a financing situation.

The Association Settlement consists of customary deal-protection provisions.  The Firm is topic to non-solicitation provisions and in sure circumstances, the Board might terminate the Association Settlement in favour of an unsolicited superior proposal, topic to the fee of a termination price of $2.4 million and topic to a proper of the Purchaser to match such superior proposal. The Association Settlement additionally gives for fee by the Purchaser of a reverse termination price of $2.4 million if the Association Settlement is terminated in sure specified circumstances, together with if the Purchaser doesn’t fulfill its obligation to offer adequate funds to finish the Transaction.

The Firm expects to carry the Particular Assembly to think about and vote on the Transaction in February 2023. If authorised on the Particular Assembly, the Transaction is anticipated to shut within the first quarter of 2023, topic to court docket approval and different customary closing circumstances. Following closing of the Transaction, the Firm Shares are anticipated to be delisted from the TSX Enterprise Alternate.

Assist and Voting Agreements

In reference to the Transaction, every of the Rollover Shareholders have entered into irrevocable assist and voting agreements pursuant to which they’ve agreed to vote their Firm Shares in favour of the Transaction on the Particular Assembly. The members of the Particular Committee have additionally entered into assist and voting agreements to vote their Firm Shares in favour of the Transaction on the Particular Assembly, topic to sure customary exceptions.

The Firm Shares topic to assist and voting agreements characterize roughly 33.8% of excellent Firm Shares.

Advisors

Origin Service provider Companions is performing because the unique monetary advisor to the Particular Committee in reference to the Transaction. Blake, Cassels & Graydon LLP is performing as authorized counsel to the Particular Committee.

McCarthy Tétrault LLP is performing as authorized counsel to the Purchaser and Desjardins Capital Markets is performing as monetary advisor to the Purchaser.

Further Details about the Transaction

Additional particulars concerning the phrases and circumstances of the Transaction are set out within the Association Settlement, which shall be publicly filed by the Firm beneath its profile at www.sedar.com. Further info concerning the Transaction shall be supplied within the info round to be despatched to shareholders upfront of the Particular Assembly, which may even be filed at www.sedar.com.  

Ahead-looking statements and forward-looking info

Sure statements made herein, together with statements regarding issues that aren’t historic information and statements of the Firm’s beliefs, intentions and expectations about developments, outcomes and occasions which can or might happen sooner or later, represent “forward-looking info” throughout the that means of relevant Canadian securities laws. Ahead-looking info pertains to future occasions or future efficiency, replicate present expectations or beliefs concerning future occasions and is usually recognized by phrases corresponding to “anticipate”, “consider”, “might”, “estimate”, “anticipate”, “intend”, “possible”, “might”, “plan”, “search”, “ought to”, “will” and related expressions suggesting future outcomes or statements concerning an outlook. Ahead-looking info consists of, however will not be restricted to, statements with respect to the Transaction, together with the anticipated timing of the Particular Assembly, closing and varied different steps to be accomplished in reference to the Transaction, the anticipated oblique possession curiosity of every of the members of the Consortium within the Firm following closing of the Transaction, anticipated de-listing of the Firm Shares following closing of the Transaction and different statements that aren’t historic information.

Ahead-looking info is predicated upon sure assumptions and different vital elements that, if unfaithful, might trigger the precise outcomes, efficiency or achievements of the Firm to be materially totally different from future outcomes, efficiency or achievements expressed or implied by such info. There will be no assurance that such info will show to be correct. Such info is predicated on quite a few assumptions, together with assumptions concerning the flexibility to finish the Transaction on the contemplated phrases or in any respect, that the circumstances precedent to closing of the Transaction will be happy, and assumptions concerning current and future enterprise methods, native and world financial circumstances, and the setting by which the Firm operates.

Though the Firm believes that the forward-looking info on this information launch is predicated on info and assumptions which are present, cheap and full, this info is by its nature topic to a variety of elements, lots of that are past the Firm’s management, that would trigger precise outcomes to vary materially from administration’s expectations and plans as set forth in such forward-looking info, together with, with out limitation, the next elements, lots of that are past the Firm’s management and the results of which will be tough to foretell: (a) the likelihood that the Transaction is not going to be accomplished on the phrases and circumstances, or on the timing, presently contemplated, and that it will not be accomplished in any respect on account of a failure to acquire or fulfill, in a well timed method or in any other case, required shareholder and court docket approvals or fulfill different circumstances of closing obligatory to finish the Transaction or for different causes; (b) the potential for adversarial reactions or modifications in enterprise relationships ensuing from the announcement or completion of the Transaction; (c) dangers regarding the retention of key personnel throughout the interim interval; (d) the potential for litigation regarding the Transaction; (e) dangers associated to the diversion of administration’s consideration from the Firm’s ongoing enterprise operations; and (f) different dangers inherent to the Firm’s enterprise and/or elements past its management which might have a fabric adversarial impact on the Firm or the flexibility to consummate the Transaction. The Firm cautions that the foregoing listing will not be exhaustive of all doable elements that would influence the Firm’s outcomes.

Readers are cautioned to not place undue reliance on forward-looking info. By its nature, forward-looking info entails quite a few assumptions, inherent dangers and uncertainties, each normal and particular, which contribute to the likelihood that the anticipated outcomes is not going to happen. Occasions or circumstances might trigger the Firm’s precise outcomes to vary materially from these estimated or projected and expressed in, or implied by, this forward-looking info.

Traders and others ought to fastidiously contemplate the foregoing elements and different uncertainties and potential occasions and mustn’t depend on the Firm’s forward-looking info to make selections with respect to the Firm. Moreover, the forward-looking info contained herein are made as of the date of this doc and the Firm doesn’t undertake any obligation to replace or to revise any of the included forward-looking r info, whether or not because of new info, future occasions or in any other case, besides as required by relevant regulation. All forward-looking info contained herein is expressly certified by this cautionary assertion.

About ICPEI Holdings Inc.

Based in 1998, ICPEI Holdings Inc. operates within the Canadian property and casualty insurance coverage trade by means of its wholly owned subsidiary The Insurance coverage Firm of Prince Edward Island (ICPEI). ICPEI gives business and private strains of insurance coverage merchandise solely by means of the dealer channel.

The Firm’s title was modified from EFH Holdings Inc. to ICPEI Holdings Inc. after receiving approval from shareholders on July 15, 2021. It trades on the TSX Enterprise Alternate beneath the image ICPH efficient August 20, 2021, and previous to December 23, 2020, it traded on the Toronto Inventory Alternate.

Neither TSX Enterprise Alternate nor its Regulation Companies Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Alternate) accepts duty for the adequacy or accuracy of this launch.

SOURCE ICPEI Holdings Inc.

For additional info: Ken Coulson, Basic Counsel of ICPEI Holdings Inc., at 905-602-2150, [email protected] or go to our web site at www.icpeiholdings.ca.