People Corporation (the “
Company”) (TSX Venture:
PEO) today announced the completion of the previously announced
plan of arrangement (the “
Arrangement”), pursuant
to which an entity (the “
Purchaser”) controlled by
certain investment funds managed by the Merchant Banking business
of Goldman Sachs & Co. LLC, acquired all of the outstanding
common shares of the Company (the “
Shares”) for
C$15.22 in cash per Share, other than certain Shares held by
certain senior management shareholders and their affiliates and
associates who received, in respect of such Shares, consideration
consisting of cash and shares of the direct parent of the
Purchaser. The Arrangement, which was announced on December 14,
2020, was approved by the Company’s shareholders at a special
meeting held on February 11, 2021 and the Company obtained a final
order from the Ontario Superior Court of Justice (Commercial List)
in respect of the Arrangement on February 12, 2021.
As a result of the Arrangement, the Company is
expected to be delisted from the TSX Venture Exchange (the
“TSXV”) at the close of trading on February 18,
2021. The Company will submit an application to cease to be a
reporting issuer under applicable Canadian securities laws and to
otherwise terminate the Company’s public reporting
requirements.
Shareholder Questions and Assistance
Shareholders who have questions or require
assistance with submitting their Shares to the Arrangement may
direct their questions to Laurel Hill Advisory Group, the Company’s
proxy solicitation agent, by telephone at 1-877-452-7184 (North
American Toll-Free), or 1-416-304-0211 (Outside North America) or
by email to assistance@laurelhill.com. Further information about
submitting your Shares to the Arrangement, including with respect
to completing the applicable letter of transmittal, may be
addressed to TSX Trust Company, who is acting as depositary under
the Arrangement, toll free at 1-866-600-5869, or by email at
tmxeinvestorservices@tmx.com.
Required Early Warning Report
Information
Following completion of the Arrangement
(including the amalgamation of the Purchaser with the Company), the
direct parent of the Purchaser had beneficial ownership and control
over 100% of the issued and outstanding Shares. Prior to the
Arrangement, the Purchaser held no Shares.
The registered office address of the Purchaser
is 100 King Street West, Suite 6200, 1 First Canadian Place,
Toronto, Ontario M5X 1B8, Canada.
This press release is being issued, in part,
pursuant to National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issuers which
requires a report to be filed under the Company’s profile on SEDAR
(www.sedar.com) containing additional information respecting the
foregoing matters. You may also contact Jonathan Ross ((416)
283-0178) to obtain a copy of the report.
About People Corporation
People Corporation is a leading provider of
group benefits, group retirement and human resource services with
approximately 1,100 talented professionals serving organizations
across Canada. Bringing deep industry and subject matter expertise,
proprietary technology platforms and an innovative suite of
services to each client engagement, People Corporation delivers
uniquely valuable insights and solutions to make a positive
difference to its clients and their bottom line. Further
information is available at www.peoplecorporation.com.
About Goldman Sachs Merchant Banking
Business
Founded in 1869, The Goldman Sachs Group, Inc.
is a leading global investment banking, securities and investment
management firm. The Merchant Banking business of Goldman Sachs is
the primary center for the firm's long-term principal investing
activity and is one of the leading private capital investors in the
world with investments across private equity, infrastructure,
private debt, growth equity and real estate.
Forward-looking Statements
Certain statements made in this news release are
forward-looking statements within the meaning of applicable
securities laws, including, but not limited to, statements with
respect to the delisting of the Shares and timing thereof, the
Company ceasing to be a reporting issuer and the termination of the
Company’s public reporting requirements. Often but not always,
forward-looking statements can be identified by the use of forward-
looking terminology such as “may”, “will”, “expect”, “believe”,
“estimate”, “plan”, “could”, “should”, “would”, “outlook”,
“forecast”, “anticipate”, “foresee”, “continue” or the negative of
these terms or variations of them or similar terminology.
Although the Company believes that the
forward-looking statements in this news release are based on
information and assumptions that are current, reasonable and
complete, these statements are by their nature subject to a number
of factors that could cause actual results to differ materially
from management’s expectations and plans as set forth in such
forward-looking statements, including, without limitation, the risk
of not obtaining final approval of the TSXV or an order of the
securities regulatory authorities. The Company cautions that the
foregoing important factors and assumptions are not exhaustive and
other factors could also adversely affect its results. For more
information on the risks, uncertainties and assumptions that could
cause the Company’s actual results to differ from current
expectations, please refer to the Company’s other public filings,
available at www.sedar.com.
The forward-looking statements contained in this
news release describe the Company’s expectations at the date of
this news release and, accordingly, are subject to change after
such date. Except as may be required by applicable Canadian
securities laws, the Company does not undertake any obligation to
update or revise any forward-looking statements contained in this
news release, whether as a result of new information, future events
or otherwise. Readers are cautioned not to place undue reliance on
these forward-looking statements.
Contacts:
Laurel Hill Advisory GroupNorth America Toll Free:
1-877-452-7184Collect Calls Outside North America:
1-416-304-0211Email: assistance@laurelhill.com
Jonathan Ross, CFAInvestor Relations - People
Corporation(416) 283-0178jon.ross@loderockadvisors.com
Dennis Stewner, CPA, CACFO and COO - People
Corporation(204) 940-3988dennis.stewner@peoplecorporation.com
People (TSXV:PEO)
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