TORONTO, March 05, 2018 (GLOBE NEWSWIRE) -- Canadian World Fund Limited (“CWF” or the “Company”) and Third Canadian General Investment Trust Limited (“Third Canadian”) announced today that they have entered into a definitive acquisition agreement (“the Acquisition Agreement”) providing for the acquisition by Third Canadian of all of CWF’s issued and outstanding common shares (the “Shares”) not already owned by Third Canadian and its affiliates and associates by way of a plan of arrangement under the Ontario Business Corporations Act (the “Arrangement”).
Third Canadian is controlled indirectly by Vanessa Morgan and Jonathan Morgan, who, together with their affiliates and associates, beneficially own or exercise control or direction over approximately 64% of the outstanding Shares. Vanessa Morgan and Jonathan Morgan are also directors and officers of the Company and of Morgan Meighen & Associates Limited, the Manager of the Company (the “Manager”).
Under the terms of the Acquisition Agreement, each CWF minority shareholder will receive cash consideration per Share equal to 95% of the Net Asset Value per Share calculated and announced by press release on the day that is four business days prior to the meeting of shareholders of the Company which will be called to consider the Arrangement. The net asset value will be calculated in accordance with the valuation principles set out in the Company’s Annual Information Form and consistent with past practice. Generally, publicly traded securities held by the Company are valued based on their closing market prices.
A special committee comprised of independent directors of the Company (the “Special Committee”) has received a fairness opinion from KPMG LLP (“KPMG”) which provides that, subject to the assumptions and limitations contained therein, the consideration to be received by the Company’s shareholders per Share pursuant to the Arrangement is fair, from a financial point of view, to the holders of Shares (other than Third Canadian and its affiliates and associates).
Acting on the unanimous recommendation of the Special Committee, and after consideration of the advice from KPMG, among other things, the Company’s board of directors (the “Board”) has determined that the Arrangement (including the consideration payable per Share) is fair to the shareholders of the Company (other than Third Canadian and its affiliates and associates) and that the Arrangement is in the best interests of the Company. Accordingly, the Board has approved the Arrangement and recommends that the Company’s shareholders vote in favour of the Arrangement. Vanessa Morgan, Jonathan Morgan and Michael Smedley did not participate or vote in such Board determination or approval.
The net asset value per Share of the Company at March 2, 2018 (the last valuation date prior to the signing of the Acquisition Agreement) was $9.84. On such date, the closing price of the Shares on the Toronto Stock Exchange was $6.19, so as at such date the consideration per Share was at a 51.1% premium to the then applicable trading price.
Completion of the Arrangement is subject to certain customary and other conditions, including, among other things: (a) receipt of court approval and, subject to the court’s approval, approval of the Arrangement at a special meeting of the Company’s shareholders by not less than: (i) two-thirds of the votes cast by holders of Shares present in person or represented by proxy at the meeting, voting as a single class; and (ii) the majority of the votes cast by holders of Shares present in person or represented by proxy at the meeting in accordance with minority approval requirements of applicable Canadian provincial securities laws, voting as a single class; and (b) a 15% increase or decrease in the net asset value of the Shares from their net asset value on the date hereof will constitute a material adverse effect under the Acquisition Agreement and permit Third Canadian to terminate the transaction at its discretion.
The Company anticipates that the special meeting of shareholders of the Company will be held on or about April 26, 2018 and the Arrangement will be completed shortly thereafter.
The factors considered by the Special Committee and the Board, a copy of KPMG’s fairness opinion and other relevant background information will be included in the information circular to be mailed to the Company’s shareholders in advance of the special meeting of such shareholders. A material change report, which provides more details on the Arrangement and Acquisition Agreement, will be filed with the Canadian securities regulatory authorities shortly and will be available at www.sedar.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Jonathan A. Morgan, President and CEO or Vanessa L. Morgan, Chair
Phone: (416) 366-2931
Fax: (416) 366-2729
Caution Concerning Forward-looking Statements
This news release contains forward-looking statements relating to the proposed acquisition of CWF by Third Canadian, including statements regarding the completion of the proposed Arrangement. Any statements that are not statements of historical fact (including statements containing the words 'believes,' 'intends', 'plans,' 'anticipates,' 'expects,' 'estimates' or similar expressions) and refer to management's expectations or plans and should be considered to be forward-looking statements. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements. The completion of the proposed Arrangement is subject to a number of terms and conditions, including, without limitation: (i) required CWF shareholder approval, including approval by a "majority of the minority" in accordance with MI 61-101, (ii) necessary court approvals, and (iii) certain termination rights available to the parties under the Acquisition Agreement. These approvals may not be obtained, the other conditions to the Arrangement may not be satisfied in accordance with their terms, and/or the parties to the Acquisition Agreement may exercise their termination rights, in which case the proposed Arrangement could be modified, restructured or terminated, as applicable. The forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to, Third Canadian and CWF being able to successfully complete the transaction referred to herein within the timeframe generally as anticipated and without unforeseen significant costs or delays and there being no material adverse changes in the affairs of CWF. Readers are cautioned that the foregoing list is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, CWF and Third Canadian disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, CWF and Third Canadian undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed Arrangement.
Source:Canadian World Fund Limited