TORONTO, May 30, 2022 (GLOBE NEWSWIRE) — FAX Capital Corp. (TSX: FXC) (“FAX“or the”Company) announced today that it has filed its management information circular (the “Circular“) and related meeting materials for the Annual General and Special Meeting (the “Meeting”) of the holders of Subordinate Voting Shares and Multiple Voting Shares of the Corporation (theShareholders”) to be held on June 24, 2022. At the meeting, shareholders will be invited to consider, among other things, the proposed acquisition, indirectly through an acquisition company, by Fax Investments Inc. (“Fax Investments), a wholly-owned subsidiary of Federated Capital Corp., of all of the issued and outstanding subordinate voting shares of FAX (the “Subordinate Voting Shares”) that are not already owned by Fax Investments or Blair Driscoll, the Managing Director of the Company (together, the “Remaining shareholders”), by means of a plan of arrangement provided for by the Canada Business Corporations Act (there “Arrangement”). The arrangement will be effected pursuant to the terms of an arrangement agreement between the Company, Fax Investments, 13998037 Canada Inc. and Federated Capital Corp. dated May 1, 2022 (the “arrangement agreement”).
Benefits of the Arrangement for Shareholders
Pursuant to the Arrangement, and as further described in the Circular, each holder of Subordinate Voting Shares (other than the Remaining Shareholders) will receive $5.18 in cash per subordinate vote (theConsideration”).
The Counterparty represents:
|I)||a premium of approximately 53.7% to the closing price of $3.37 per subordinate voting share on the Toronto Stock Exchange (the “TSX”) on April 29, 2022 (being the last trading day preceding the announcement of the Arrangement);|
|ii)||a premium of approximately 47.7% to the 20-day volume weighted average trading price of the subordinate voting shares on the TSX for the period ended April 29, 2022; and|
|iii)||the certainty of an all-cash offer, which provides immediate liquidity.|
About the Annual and Special General Meeting
The Meeting will be held on Friday, June 24, 2022 at 10:00 a.m. (Toronto time).
The Circular contains important information regarding the Arrangement, how Shareholders can participate and vote at the Meeting, the background that led to the Arrangement and the reasons for the unanimous decision of the Special Committee of Independent Directors of the Company, as well as the Board of Directors of the Company (the “Plank”), certain directors having declared their conflicts of interest and having abstained from voting, that the arrangement is in the interest of the Company. The Board, excluding any Interested Directors, unanimously recommends that Shareholders vote IN FAVOR of the Arrangement.
The Arrangement will constitute a “business combination” for purposes of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101”). The Arrangement is subject to approval at the Meeting by: (i) at least two-thirds of the votes cast by Shareholders (voting together as one class, each holder of Subordinate Voting Shares entitled to one vote per Subordinate Voting Share and each holder of Multiple Voting Shares entitled to ten votes per Multiple Voting Share); and (ii) a simple majority of votes cast by holders of Subordinate Voting Shares (excluding Subordinate Voting Shares held by Permanent Shareholders and any other shares required to be excluded under the Regulations 61-101). In addition, completion of the Arrangement is subject to other customary conditions, including obtaining court approval and final approval by the TSX. The arrangement is not subject to a financing condition.
The Circular, Proxy Form, Voting Instruction Form and Letter of Transmittal, as applicable, for the Meeting contain detailed information on how registered and beneficial shareholders may vote on the matters to be discussed at the meeting. Shareholders are requested to carefully read the Circular and its appendices in their entirety. The Circular is being mailed to shareholders in accordance with applicable laws and the Interim Order (as defined below). The Circular is available on the Company’s profile at www.sedar.com and on its website at www.faxcapitalcorp.com. Only shareholders of record at the close of business on May 20, 2022 are eligible to vote at the Meeting.
The deadline for receipt of completed proxies by the Company’s transfer agent is Wednesday, June 22, 2022 at 10:00 a.m. (Toronto time).
The Company will hold the Meeting in a virtual-only format, which will be conducted via live webcast online at http://meetnow.global/M9AW7A2. During the live webcast, shareholders will be able to hear the meeting live, and registered shareholders and duly appointed and registered proxyholders will be able to submit questions and vote during the meeting.
Receipt of interim court order
On May 18, 2022, the Company obtained an interim order (the “Interim order”) of the Ontario Superior Court of Justice (the “To research”) authorizing the holding of the Meeting and matters relating to the smooth running of the Meeting.
Subject to obtaining shareholder approval of the Arrangement at the Meeting and satisfaction of other customary conditions to the completion of the Arrangement contained in the Arrangement Agreement, including the Upon final court approval, all as more fully described in the Circular, the Arrangement is expected to close early in the third quarter of 2022.
About FAX Capital Corp.
The Company is an investment holding company whose business objective is to maximize its intrinsic value per share over the long term by seeking superior investment returns commensurate with reasonable risk. The Company intends to invest in equity, debt and/or hybrid securities of high quality companies. The Company initially intends to invest in approximately 10 to 15 high quality small capitalization public and private companies located primarily in Canada and, to a lesser extent, the United States. For more information, please visit the company’s website at www.faxcapitalcorp.com.
For more information, please contact:
Email: [email protected]
Telephone: (416) 303-0799
Email: [email protected]
No offer or solicitation
This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell subordinate voting shares.
Caution Regarding Forward-Looking Information
This press release contains forward-looking information. Such forward-looking information or statements (“FSL”) are provided for the purpose of providing information about management’s current expectations and plans for the future. Readers are cautioned that reliance on this information may not be appropriate for other purposes. Any such FLS can be identified by words such as ‘proposed’, ‘expects’, ‘intends’, ‘may’, ‘will’ and similar expressions. The FLS contained or referred to in this press release includes, but is not limited to, statements regarding the proposed timing and various steps contemplated with respect to the Arrangement, the holding of the shareholders’ meeting and the scheduled time for closing of the Arrangement. Although the Company believes that the expectations reflected in these FLSs are reasonable, undue reliance should not be placed on the FLSs as the Company cannot guarantee that such expectations will prove to be correct.
The FLS are based on a number of factors and assumptions which were used to develop these representations and information, but which may prove to be incorrect, including: assumptions as to the ability of the parties to receive, in a timely and upon satisfactory terms, necessary shareholder, court and TSX approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the proposed arrangement; and other expectations and assumptions regarding the proposed arrangement. The anticipated dates shown may change for a number of reasons, including the inability to receive, in a timely manner, the necessary shareholder approvals and court approvals or the need to extend the deadlines for satisfying other conditions until upon completion of the proposed project. Arrangement. Accordingly, investors and others are cautioned not to place undue reliance on forward-looking statements.
Risks and uncertainties inherent in the nature of the proposed arrangement that could cause actual results to differ materially from those described in these FLSs include, but are not limited to, the failure of the parties to obtain the necessary shareholders, the court and/or the TSX. or to otherwise satisfy the conditions of completion of the proposed arrangement; failure of the parties to obtain such approvals or meet such conditions in a timely manner; the possibility of adverse reactions or changes in business relationships resulting from the completion of the arrangement; the possibility of litigation relating to the arrangement; credit, market, foreign exchange, operational, liquidity and funding risks in general and relating specifically to the Arrangement; significant arrangement costs or unknown liabilities; failure to realize the expected benefits of the proposed arrangement; and general economic conditions; as well as the identified risk factors included in the Company’s public disclosure, including the Annual Information Form dated March 29, 2022, which is available on SEDAR at www.sedar.com and on the Company’s website at www.faxcapitalcorp .com. The failure to obtain the necessary Shareholder, Court and/or TSX approvals, or the parties’ failure to otherwise satisfy the conditions of completion of the Arrangement or to complete the Arrangement, may result in the proposed arrangement is not completed on the proposed terms. , or not at all. In addition, if the Arrangement is not completed and the Company remains an independent entity, there are risks that the announcement of the Arrangement and the allocation of substantial resources of the Company to the completion of the Arrangement affect its activities. , results of operations and business in general. The FLS in this press release reflect the Company’s current expectations, assumptions, judgments and/or beliefs based on information currently available to the Company, and are subject to change without notice. Accordingly, the reader is cautioned not to place undue reliance on the FLS contained in this press release.
Any FLS is effective only as of the date it is made and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release are expressly qualified by this disclaimer. For further information on the Company, please consult the Company’s continuous disclosure documents available at www.sedar.com.
No securities regulatory authority has approved or disapproved of the contents of this press release. TSX accepts no responsibility for the adequacy or accuracy of this release.