CI Financial Corp. (TSX: CIX) (“CI Financial” or the
“Corporation”) announced today it has commenced its
previously announced substantial issuer bid (the “Offer”),
pursuant to which the Corporation will offer to purchase up to $100
million in value of its outstanding common shares (the
“Shares”) from holders of Shares (the “Shareholders”)
for cash, at a single price per Share (not less than $13.64 per
Share and not more than $15.28 per Share) (the “Purchase
Price”). As of November 9, 2023, there were 162,784,729 Shares
issued and outstanding. The Offer would be for approximately 4.5%
of the total number of issued and outstanding Shares if the
Purchase Price is determined to be $13.64 (which is the minimum
price per Share under the Offer) or approximately 4.0% of the total
number of issued and outstanding Shares if the Purchase Price is
determined to be $15.28 (which is the maximum price per Share under
the Offer).
The Offer is proceeding by way of a “modified Dutch auction”.
Shareholders wishing to tender to the Offer will be entitled to do
so pursuant to: (i) auction tenders in which they will specify the
number of Shares being tendered at a price of not less than $13.64
and not more than $15.28 per Share in increments of $0.25 per Share
other than an increment from $13.64 to $13.78, or (ii) purchase
price tenders in which they will not specify a price per Share, but
will rather agree to have a specified number of Shares purchased at
the Purchase Price.
The Purchase Price to be paid by the Corporation for each
validly deposited Share will be based on the number of Shares
validly deposited pursuant to auction tenders and purchase price
tenders, and the prices specified by Shareholders making auction
tenders. Shares for which a purchase price tender has been
completed will be deemed to have been deposited at a price of
$13.64 per Share (which is the minimum price per Share under the
Offer). The Purchase Price will be the lowest price which enables
the Corporation to purchase the maximum number of Shares not
exceeding an aggregate of $100 million in value based on valid
auction tenders and purchase price tenders, determined in
accordance with the terms of the Offer. Shares deposited at or
below the finally determined Purchase Price will be purchased at
such Purchase Price. Shares that are not taken up in connection
with the Offer, including Shares deposited pursuant to auction
tenders at prices above the Purchase Price, will be returned to
Shareholders that tendered to the Offer.
If the aggregate purchase price for Shares validly deposited and
not withdrawn pursuant to auction tenders at auction prices at or
below the Purchase Price and purchase price tenders would result in
an aggregate purchase price in excess of $100 million, then such
deposited Shares will be purchased as follows: (a) first, the
Corporation will purchase all Shares validly tendered at or below
the Purchase Price by Shareholders who own, as of the close of
business on the Expiration Date, fewer than 100 Shares (the “Odd
Lot Holders”) at the Purchase Price; and (b) second, the
Corporation will purchase at the Purchase Price on a pro rata basis
according to the number of Shares deposited or deemed to be
deposited at a price equal to or less than the Purchase Price by
the depositing Shareholders, less the number of Shares purchased
from Odd Lot Holders (with adjustments to avoid the purchase of
fractional Shares).
The Offer commenced on November 10, 2023, and expires at 5:00
p.m. (Toronto time) on December 18, 2023, (the “Expiration
Date”), unless withdrawn or extended. The Offer will not be
conditional upon any minimum number of Shares being tendered. The
Offer will, however, be subject to other conditions and the
Corporation will reserve the right, subject to applicable laws, to
withdraw or amend the Offer, if, at any time prior to the payment
of deposited Shares, certain events occur as described in the Offer
Documents (as defined below).
The Board of Directors of the Corporation believes that the
Offer is an advisable use of the Corporation’s financial resources
given its available cash resources, its ongoing cash requirements
and access to capital markets, as well as the fact that the
Corporation believes its Shares are undervalued. The Offer provides
CI Financial with the opportunity to return up to $100 million of
capital to Shareholders who elect to tender while at the same time
increasing the proportionate share ownership of Shareholders who do
not elect to tender.
Details of the Offer, including instructions for tendering
Shares to the Offer and the factors considered by the Board of
Directors in making its decision to approve the Offer, are included
in the formal offer to purchase and issuer bid circular and other
related documents (the “Offer Documents”), which are
expected to be mailed to Shareholders, filed with applicable
Canadian Securities Administrators and made available free of
charge on or about November 10, 2023, on the System for Electronic
Data Analysis and Retrieval + (“SEDAR+”) at
www.sedarplus.com. Shareholders should carefully read the Offer
Documents prior to making a decision with respect to the Offer. In
particular, the Offer Documents describe certain tax consequences
to Shareholders of selling Shares under the Offer, including that
Shareholders who sell Shares under the Offer are generally expected
to receive a dividend equal to the excess of the Purchase Price
over the paid-up capital of the Share for purposes of the Income
Tax Act (Canada), which paid-up capital the Corporation estimates
will be approximately $10.7284 per Share on the Expiration
Date.
The Board of Directors of the Corporation has obtained a
liquidity opinion (the “Liquidity Opinion”) from National
Bank Financial Inc. (“NBF”) to the effect that, based on and
subject to the qualifications, assumptions and limitations stated
in the Liquidity Opinion, as of November 8, 2023, (a) a liquid
market for the Shares exists and (b) that it is reasonable to
conclude that, following the completion of the Offer in accordance
with its terms, there will be a market for the holders of Shares
who do not tender to the Offer that is not materially less liquid
than the market that existed at the time of the making of the
Offer. Reference should be made to the complete version of NBF’s
Liquidity Opinion, a copy of which will be included in the Offer
Documents.
The Corporation has further engaged NBF to act as its dealer
manager and financial advisor in connection with the Offer. The
Corporation has also engaged Computershare Investor Services Inc.
(“Computershare”) to act as depositary for the Offer.
The Board of Directors of the Corporation has approved the
Offer. However, none of the Corporation, its Board of Directors,
NBF or Computershare makes any recommendation to any Shareholder as
to whether to deposit or refrain from depositing Shares under the
Offer, or in the case of auction tenders, at what price to deposit
Shares under the Offer. Shareholders are urged to evaluate
carefully all information in the Offer, consult their own
financial, legal, investment and tax advisors, and make their own
decisions as to whether to deposit Shares under the Offer, and, if
so, how many Shares to deposit and at what price(s).
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares. The solicitation and the offer to buy Shares will only
be made pursuant to the Offer Documents.
Any questions or requests for information regarding the Offer
should be directed to NBF as the dealer manager at The Exchange
Tower, 130 King Street West, Toronto, Ontario M5X 1J9, Tel:
1-416-524-9514, or Computershare, as the depositary, at:
corporateactions@computershare.com.
About CI Financial
CI Financial Corp. is a diversified global asset and wealth
management Corporation operating primarily in Canada, the United
States and Australia. Founded in 1965, CI Financial has developed
world-class portfolio management talent, extensive capabilities in
all aspects of wealth planning, and a comprehensive product suite.
CI Financial manages and advises on approximately $421.0 billion
(US$289.4 billion) in client assets (as at September 30, 2023).
CI operates in three segments:
- Asset Management, which includes CI Global Asset Management,
which operates in Canada, and GSFM Pty Ltd., which operates in
Australia.
- Canadian Wealth Management, which includes the operations of CI
Assante Wealth Management, Aligned Capital Partners, CI Private
Wealth (Canada), Northwood Family Office, CI Direct Investing and
CI Investment Services.
- U.S. Wealth Management, which includes Corient Private Wealth,
an integrated wealth management firm providing comprehensive
solutions to ultra-high-net-worth and high-net-worth clients across
the United States.
CI Financial is headquartered in Toronto and listed on the
Toronto Stock Exchange (TSX: CIX). To learn more, visit CI
Financial’s website or LinkedIn page.
CI Global Asset Management is a registered business name of CI
Investments Inc., a wholly owned subsidiary of CI Financial
Corp.
Note Regarding Forward-Looking Statements
This press release contains “forward-looking information” within
the meaning of applicable Canadian securities laws. Forward-looking
information may relate to our future outlook and anticipated events
or results and may include information regarding our financial
position, business strategy, growth strategy, budgets, operations,
financial results, taxes, dividend policy, plans and objectives.
Particularly, information regarding our expectations of future
results, performance, achievements, prospects or opportunities is
forward-looking information. In some cases, forward-looking
information can be identified by the use of forward-looking
terminology such as “plans”, “targets”, “expects” or “does not
expect”, “is expected”, “an opportunity exists”, “budget”,
“scheduled”, “estimates”, “outlook”, “forecasts”, “projection”,
“prospects”, “strategy”, “intends”, “anticipates”, “does not
anticipate”, “believes”, or variations of such words and phrases or
state that certain actions, events or results “may”, “could”,
“would”, “might”, “will”, “will be taken”, “occur” or “be
achieved”. In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events
or circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management’s expectations, estimates and
projections regarding future events or circumstances. These
statements include, without limitation, statements regarding the
Corporation’s intentions and expectations with respect to the
Offer, the terms and conditions of the Offer, the number and
aggregate dollar amount of Shares to be purchased for cancellation
under the Offer, the expected Expiration Date of the Offer and
purchases thereunder, the effects and benefits of purchases under
the Offer and the estimated paid-up capital per Share on the
Expiration Date. Purchases made under the Offer are not guaranteed
and are subject to certain conditions as will be set out in the
Offer Documents.
Undue reliance should not be placed on forward-looking
information. The forward-looking information in this press release
is based on our opinions, estimates and assumptions in light of our
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors that we
currently believe are appropriate and reasonable in the
circumstances. Despite a careful process to prepare and review the
forward-looking information, there can be no assurance that the
underlying opinions, estimates and assumptions will prove to be
correct. Further, forward-looking information is subject to known
and unknown risks, uncertainties and other factors that may cause
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking information, including but not limited to, those
described in this press release. The belief that the investment
fund industry and wealth management industry will remain stable and
that interest rates will remain relatively stable are material
factors made in preparing the forward-looking information and
management’s expectations contained in this press release and that
may cause actual results to differ materially from the
forward-looking information disclosed in this press release. In
addition, factors that could cause actual results to differ
materially from expectations include, among other things, general
economic and market conditions, including interest and foreign
exchange rates, global financial markets, the impact of the
coronavirus pandemic, changes in government regulations or in tax
laws, industry competition, technological developments and other
factors described or discussed in CI Financial’s disclosure
materials filed with applicable securities regulatory authorities
from time to time. Additional information about the risks and
uncertainties of the Corporation’s business and material risk
factors or assumptions on which information contained in
forward‐looking information is based is provided in the
Corporation’s disclosure materials, including the Corporation’s
most recently filed annual information form and any subsequently
filed interim management’s discussion and analysis, which are
available under our profile on SEDAR+ at www.sedarplus.com.
There can be no assurance that such information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information. Accordingly,
readers should not place undue reliance on forward looking
information, which speaks only as of the date made. The
forward-looking information contained in this press release
represents our expectations as of the date of this news release and
is subject to change after such date. CI Financial disclaims any
intention or obligation or undertaking to update publicly or revise
any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231110272420/en/
Investor Relations Jason Weyeneth, CFA Vice-President,
Investor Relations & Strategy 416-681-8779 jweyeneth@ci.com
Media Relations Canada Murray Oxby Vice-President,
Corporate Communications 416-681-3254 moxby@ci.com
United States Jimmy Moock Managing Partner, StreetCred
610-304-4570 jimmy@streetcredpr.com ci@streetcredpr.com
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