Mount Logan Capital Inc. (NEO: MLC) (the “Company” or “Mount
Logan”) is pleased to announce that it has entered into a
definitive arrangement agreement (the “Arrangement Agreement”) with
Canaccord Genuity G Ventures Corp. (NEO: CGGV.UN) (“G-Corp”),
pursuant to which, among other things, Mount Logan shall acquire
all of the outstanding shares of G-Corp by way of a plan of
arrangement (“Plan of Arrangement”) between Mount Logan and G-Corp
(the “Business Combination”) in exchange for common shares of Mount
Logan (the “Common Shares”). The Business Combination constitutes
G-Corp’s qualifying transaction.
Benefits of the Business
Combination
- Business Combination
provides Mount Logan with capital to be utilized across the
business to support growth initiatives and scale the
business.
- The transaction is a
compelling opportunity for G-Corp shareholders to participate in
Mount Logan’s upside, as a growing alternative asset management and
insurance solutions company.
“We are thrilled to announce this transformative combination,
which marks a significant milestone for our company. This
transaction provides Mount Logan with additional resources to
accelerate our growth, scale our operations and deepen our
capabilities across our asset management and insurance solutions
segments. We believe this investment underscores the strength of
the Mount Logan business. We are excited to build Mount Logan into
the next generation of best-in-class Canadian asset managers,” said
Ted Goldthorpe, Chief Executive Officer and Chairman of Mount
Logan.
Business Combination Details
Subject to the required approvals and the prior forfeiture and
cancellation of certain Class B Shares as described in the
Arrangement Agreement, each outstanding Class A Restricted Voting
Share and Class B Share of G-Corp will be exchanged for 1.102
Common Shares (the “Exchange Ratio”). Pursuant to certain
agreements to be entered into between Mount Logan and the founders
of G-Corp (the “Founders”), 375,001 G-Corp Class B Shares shall be
cancelled for no value immediately prior to the closing of the
Business Combination and the remaining Common Shares to be issued
in exchange for Class B Shares will be subject to forfeiture for no
consideration depending on the cash position of G-Corp at the time
of the closing of the Business Combination and the number of
dissenting Class A Restricted Voting Shares, if any.
On closing of the Business Combination, pursuant to the terms of
the warrant agency agreement between G-Corp and Odyssey Trust
Company dated July 23, 2021 (the “Warrant Agreement”) as amended by
the Plan of Arrangement and subject to the approval of the holders
of the warrants issued as part of the initial public offering of
G-Corp pursuant to the Warrant Agreement (“G-Corp Warrants”), each
G-Corp Warrant will be split into 1.102 Common Share purchase
warrants of G-Corp (the “G-Corp Amended Warrants”), with each
G-Corp Amended Warrant exercisable to purchase one Common Share for
consideration of: (i) C$3.39 with respect to G-Corp Amended
Warrants forming part of the Class A Restricted Units and 1,793,811
G-Corp Amended Warrants held by the Founders (“Founders’ Amended
Warrants”); (ii) C$4.30 with respect to 1,793,811 Founders’ Amended
Warrants; and (iii) C$5.21 with respect to 1,793,810 Founders’
Amended Warrants.
Subject to completion of the Business Combination, all members
of the board of directors of Mount Logan are expected to continue
as directors of Mount Logan.
On closing of the Business Combination, Mount Logan will gain
access to the funds in G-Corp’s escrow account, which was
approximately $15.4 million as at June 30, 2023.
The Business Combination is subject to, among other things: (i)
approval by Cboe Canada, the new business name of the NEO Exchange
(the “Exchange”), as qualifying as G-Corp’s “qualifying
transaction” within the meaning of Part X of the Exchange Listing
Manual, (ii) clearance from the applicable Canadian securities
regulators, including the Ontario Securities Commission, for the
non-offering prospectus to be filed by G-Corp with the Canadian
securities regulatory authorities in each of the provinces and
territories of Canada, other than Québec, and (iii) the receipt of
a final order from the Ontario Superior Court of Justice
(Commercial List) (the “Court”) approving the Plan of
Arrangement.
In addition, a resolution approving the Plan of Arrangement must
be approved by at least 66⅔% of the votes cast by shareholders and
warrantholders of G-Corp, the Business Combination must be approved
by the affirmative vote of the majority of the votes cast by the
holders of the Class A Restricted Voting Shares of G-Corp
(excluding votes cast in respect of Class A Restricted Voting
Shares beneficially owned or over which control or direction is
exercised by the Founders) and if required by Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”), minority approval in accordance
with MI 61-101. The issuance of Common Shares to the
securityholders of G-Corp must also be approved by at least a
majority of the votes cast by shareholders of Mount Logan in
accordance with the rules of the Exchange.
Mount Logan has entered into support and voting agreements with
certain directors and officers and the sponsor of G-Corp, and
G-Corp has entered into support and voting agreements with the
directors and officers of Mount Logan to vote their securities in
favour of the applicable resolutions to approve the Plan of
Arrangement and the issuance of Common Shares by Mount Logan,
respectively.
The Business Combination will be implemented by way of a
statutory plan of arrangement under the Business Corporations Act
(Ontario). As set out above, Mount Logan will acquire all of the
outstanding shares of G-Corp in exchange for Common Shares of Mount
Logan based on the Exchange Ratio and pursuant to the terms of the
Arrangement Agreement.
Pursuant to the Arrangement Agreement, Mount Logan and G-Corp
have agreed to use commercially reasonable efforts to assist G-Corp
in completing the Business Combination. The parties have agreed,
among other things, to take certain steps to implement the Business
Combination, to file and obtain a final receipt for the G-Corp
prospectus and to obtain all other approvals required in connection
with the Business Combination. Mount Logan and G-Corp also agreed
to operate the business to be acquired by Mount Logan in the
ordinary course pending completion of the Business Combination.
Timing and Additional Information
Pursuant to applicable rules, G-Corp will file with the Canadian
securities regulatory authorities in each of the provinces and
territories of Canada, other than Québec, a non-offering prospectus
containing disclosure regarding the proposed transaction and Mount
Logan that assumes completion of the Business Combination. The
preliminary prospectus is expected to be filed shortly with the
relevant Canadian securities regulatory authorities. Following the
issuance of a receipt for the final prospectus, G-Corp will file an
information circular in connection with the special meeting of
shareholders of G-Corp to be held to vote on, among other things,
G-Corp’s qualifying transaction and the Plan of Arrangement that
will contain prospectus level disclosure of the resulting issuer
assuming completion of the Business Combination.
Subject to the required approvals, G-Corp intends to mail the
information circular to its shareholders on or about September 14,
2023 and it is anticipated that the G-Corp special meeting of
shareholders will take place on or about October 16, 2023 with
closing of the Business Combination, subject to satisfaction or
waiver of the conditions in the Arrangement Agreement, including
approval of the Court, shortly thereafter.
The Arrangement Agreement will also be available through the
SEDAR+ website (www.sedarplus.ca) under Mount Logan’s profile. The
prospectus and information circular will also be available through
the SEDAR+ website (www.sedarplus.ca) under G-Corp’s profile.
Advisors
Wildeboer Dellelce LLP has acted as legal counsel to Mount Logan
and Blake, Cassels & Graydon LLP has acted as legal counsel to
G-Corp in connection with the Business Combination.
About Mount Logan Capital Inc.
Mount Logan operates as an emerging asset management and
insurance solutions company, through its wholly-owned subsidiaries,
Mount Logan Management LLC (“ML Management”) and Ability Insurance
Company (“Ability”).
As an asset management firm, ML Management primarily earns
management fees, incentive fees, and servicing fees for providing
investment management, monitoring and other services to investment
vehicles and advisers. ML Management also earns investment income
by investing in loans, debt securities, and other credit-oriented
instruments that present attractive risk-adjusted returns and
present low risk of principal impairment through the credit cycle,
and minority equity stakes in funds and companies. ML Management is
registered as an investment adviser with the United States
Securities and Exchange Commission under the Investment Advisors
Act of 1940, as amended, and is registered to act in an investment
advisory role for clients in the United States.
Ability is a Nebraska domiciled insurer and reinsurer of
long-term care policies. Mount Logan purchased Ability in October
2021 and invested capital into Ability to launch a platform for the
reinsurance of annuities.
Since the acquisition of Ability, Mount Logan has leveraged its
two business segments to capture the benefit of providing products
and services across both asset management and insurance solutions.
The alignment of the business has allowed Mount Logan to scale its
asset and liability originations for the benefit of Mount Logan’s
shareholders.
About G-Corp
G-Corp is a special purpose acquisition corporation incorporated
under the laws of the Province of Ontario. G-Corp was organized for
the purpose of effecting an acquisition of one or more businesses
or assets by way of a merger, amalgamation, arrangement, share
exchange, asset acquisition, share purchase, reorganization or any
other similar business combination involving G-Corp.
About CG G-Corp Sponsor Inc I.
The Sponsor is a wholly-owned subsidiary of Canaccord Genuity
Group Inc., a leading independent, full-service financial services
firm, with operations in two principal segments of the securities
industry: capital markets and wealth management.
Notice Regarding Forward-Looking Statements
Certain information contained in this news release may be
forward-looking statements within the meaning of Canadian
securities laws. Forward-looking statements are often, but not
always identified by the use of words such as “expect”,
“anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”,
“intend”, “plan”, “seek”, “will”, “may” and “should” and similar
expressions or words suggesting future outcomes. This news release
includes forward-looking information and statements pertaining to,
among other things, the Business Combination, the receipt of
necessary approvals for the transactions, the required shareholder
votes, the anticipated timing for filing of the G-Corp prospectus,
mailing of the circular, holding the meeting, completion of the
Business Combination, the future composition of the board of
directors of Mount Logan and the anticipated benefits of the
Business Combination.
These forward-looking statements reflect material factors and
expectations and assumptions of Mount Logan including, without
limitation, expectations and assumptions relating to Mount Logan
and G-Corp being able to receive all required regulatory and
shareholder approvals for the Business Combination as well as other
factors management believes are appropriate in the circumstances.
Mount Logan’s estimates, beliefs and assumptions are inherently
subject to uncertainties and contingencies regarding future events
and as such, are subject to change.
Numerous risks and uncertainties could cause the actual events
and results to differ materially from the estimates, beliefs and
assumptions expressed or implied in the forward-looking statements,
including, but not limited to: the conditions to the consummation
of the Business Combination may not be satisfied or waived; risks
relating to the failure to obtain necessary shareholder, court and
regulatory approvals for the Business Combination; the filing
and/or mailing of documentation relating to the Business
Combination may not be completed on a timely basis; the anticipated
benefits may not be realized; the Business Combination may be
modified, restructured or terminated; and events or series of
events may cause business interruptions. Readers are cautioned that
the foregoing list of factors is not exhaustive. Other risks and
uncertainties not presently known to Mount Logan or that Mount
Logan presently believes are not material could also cause actual
results or events to differ materially from those expressed in its
forward-looking statements. Additional information on these and
other factors that could affect events and results are included in
other documents and reports filed by Mount Logan with applicable
securities regulatory authorities and may be accessed through the
SEDAR+ website (www.sedarplus.ca) under Mount Logan’s profile.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect Mount Logan’s
expectations only as of the date of this document. Mount Logan
disclaims any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Contacts:Mount Logan Capital
Inc.365 Bay Street, Suite 800Toronto, ON M5H
2V1info@mountlogancapital.ca
Jason RoosChief Financial
OfficerJason.Roos@mountlogancapital.ca
Mount Logan Capital (NEO:MLC)
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