SM2 Holdings Ltd. (“
SM2 Capital”), the founder of
Fortress Insurance Company, has made the strategic decision to
sells its entire 28.45% stake in Fortress Insurance Company
(“
Fortress”) valued at $5.2 million to The
Western Investment Company of Canada Limited (TSXV: WI)
(“
Western”) upon close of the proposed transaction
previously announced on March 22, 2024 (the
“
Transaction”). SM2 Capital will receive the vast
majority of its compensation as shares in Western representing up
to 19% of the single voting common shares outstanding in Western at
the close of the Transaction, with the remaining compensation
settled in cash. The mix between shares and cash in the
compensation will be determined at the close of the Transaction and
subject to the aforementioned ownership limits.
“We are proud to have built Fortress from the ground up and are
deeply grateful for the leadership of Shafeen Mawani and Scott
Tannas over the past several years. We are now excited to see
Western thrive under Paul Rivett’s guidance. Paul combines tactical
focus with strategic patience as a value investor. We are confident
that this approach will lead to even greater success for Western in
the years to come,” said Naim Ali, CEO of SM2 Capital.
Mr. Ali will be nominated as SM2 Capital’s representative on the
board of directors of Western. SM2 Capital will continue to retain
one seat on the board of directors of Fortress.
Fortress was founded in 2005 by Mohamed Ali and Shiraz Ali to
handle the self-insured retention component for the fleet of their
Budget Rent A Car of Calgary franchise. This decision highlights
that the Ali family is in full support of Paul Rivett’s vision to
transform Western into an insurance and investment holding company.
SM2 Capital will receive most of its proceeds as shares in Western.
Fortress will be a key asset in Western’s portfolio as it turns its
focus to the insurance underwriting space.
Western has now secured agreements in aggregate to purchase
almost 100% of the total shares outstanding in Fortress (the
“Share Purchases”) for $2.60 per share or $12.8
million. The Share Purchases will increase Western’s ownership
in Fortress from 28.45% to nearly 100% upon closing of the
Transaction, thereby satisfying a key condition of the Transaction
to own a minimum of 51% of the shares outstanding in Fortress.
These Share Purchases, which are conditional on the closing of the
Transaction, will be settled with a mixture of cash and the
current common shares of Western ("Single Voting
Shares") at a price of $0.40 per share which could result
in the issuance of up to an additional 30,000,000 Single Voting
Shares.
About the TransactionThe Transaction proposes
an investment of at least $20 million from companies affiliated
with Paul Rivett to transform Western into an insurance and
investment holding company. The concurrent rights offering has the
potential to raise up to an additional $30 million. Upon the
successful closing of the Transaction, Paul Rivett is to be
appointed to President and Chief Executive Officer of Western with
the following initial priorities:
- Grow the Fortress platform to $100
million per annum in written premiums by 2028 through a combination
of prudent organic growth and accretive acquisitions; and
- Continue managing Western’s
non-insurance holdings as long-term investments.
You can watch a recording of the webcast that took place on
March 27, 2024 here.
Completion of the Transaction (including any rights offering) is
subject to a number of conditions including, but not limited to,
acceptance of the TSX Venture Exchange (the
"Exchange" or "TSXV"),
shareholder approval, and various other conditions. The Transaction
as contemplated constitutes a Change of Business under the policies
of the TSXV. There is a risk that the Transaction will not be
accepted or that the terms of the Transaction may change
substantially prior to acceptance.
About SM2 Holdings Ltd.SM2
Holdings Ltd, operating as SM2 Capital Partners, is a private
family-owned holding company that oversees its activities in a
range of operating businesses in hospitality (hotels and casinos),
car rental and parking businesses, and the related investments of
the Ali Family Office. Headquartered in Calgary, Alberta, Canada,
SM2 Capital’s management team has been building companies together
across Canada and the United States of America for over fifty
years.
For more information on SM2 Capital, please visit its website at
www.sm2capital.com.
About The Western Investment Company of
Canada Limited Western is a unique publicly traded,
private equity company founded by a group of successful Western
Canadian businesspeople, and dedicated to building and maintaining
ownership in successful Western Canadian companies, and helping
them to grow. Western's shares are traded on the Exchange under the
symbol WI.
For more information on Western, please visit its website at
www.winv.ca.
To add yourself to our email news alert subscription please
visit this link.
CONTACT INFORMATION - The Western Investment Company of Canada
Limited
Scott Tannas President and Chief Executive Officer (403)
652-0408 or stannas@winv.ca
Advisories Completion of the
Transaction is subject to a number of conditions, including but not
limited to, TSXV acceptance and if applicable, disinterested
shareholder approval. Where applicable, the Transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Western should be
considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this news release.
This news release may contain certain forward-looking
information and statements, including without limitation,
statements pertaining to future plans for Western and its
associated companies, acquisitions, financings and returns.
Statements containing the words: 'believes', 'intends', 'expects',
'plans', 'seeks' and 'anticipates' and any other words of similar
meaning are forward-looking. All statements included herein involve
various risks and uncertainties because they relate to future
events and circumstances beyond Western's control.
More particularly, this document contains statements concerning:
the completion of the transactions contemplated by the Definitive
Agreement (as defined in the March 22, 2024 news release),
including the completion of the Transaction, the appointment of the
new CEO and additional directors; the use of proceeds from the
Transaction; the future strategy and focus for Western; and future
acquisitions and growth opportunities. Readers are cautioned that
the foregoing list of factors should not be construed as
exhaustive.
The forward-looking statements are based on certain key
expectations and assumptions made by Western, including
expectations and assumptions concerning the ability of Western to
successfully implement its strategic plans and initiatives, the
timing of receipt of required shareholder and regulatory approvals
(including TSXV approval) and third party consents and the
satisfaction of other conditions to the completion of the
Transaction.
Although Western believes that the expectations and assumptions
on which the forward-looking statements made by Western are based
are reasonable, undue reliance should not be placed on the
forward-looking statements because no assurance can be provided
that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks that required shareholder, TSXV, regulatory and
third party approvals and consents are not obtained on terms
satisfactory to the parties within the timelines provided for in
the Definitive Agreement, or at all, and risks that other
conditions to the completion of the Transaction are not satisfied
on the timelines set forth in the Definitive Agreement or at all,
the ability of management to execute its business strategy, and the
impact of general economic conditions in Canada and the United
States. A description of additional assumptions used to develop
such forward-looking information and a description of risk factors
that may cause actual results to differ materially from
forward-looking information can be found in Western's disclosure
documents on the SEDAR+ website at www.sedarplus.ca.
The forward-looking statements contained in this news release
are made as of the date hereof and Western undertakes no obligation
to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States,
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful. The
rights issued under any rights offering and underlying Single
Voting Shares and the Multiple Voting Shares (as defined in the
March 22, 2024 news release) being offered have not been, nor will
they be, registered under the 1933 Act or under any U.S. state
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the 1933 Act, as amended, and
applicable state securities laws.
"Neither the TSX Venture Exchange nor its Regulatory
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release."
Western Investment Compa... (TSXV:WI)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Western Investment Compa... (TSXV:WI)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024