ICPEI HOLDINGS INC. SHAREHOLDERS APPROVE PRIVATIZATION TRANSACTION
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TORONTO, Feb. 13, 2023 /CNW/ - ICPEI Holdings Inc. (the "Company") (TSXV: ICPH) is pleased to announce that at the special meeting (the "Meeting") of holders (the "Shareholders") of common shares of the Company (the "Shares") held today, the Shareholders overwhelmingly approved the previously announced plan of arrangement pursuant to which certain key members of management and other existing Shareholders (collectively, the "Rollover Shareholders"), Desjardins General Insurance Group Inc., and certain other investors would indirectly acquire all of the outstanding Shares for $4.00 per Share (other than with respect to certain Shares held by Rollover Shareholders) (the "Arrangement").
At the Meeting, a total of 10,473,583 Shares were voted in favour of the Arrangement, representing approximately 95.20% of the votes cast on the special resolution approving the Arrangement (the "Arrangement Resolution"). In addition, a total of 5,014,488 Shares, representing approximately 90.46% of the votes cast on the Arrangement Resolution, excluding votes cast by Shareholders whose votes were required to be excluded pursuant to MI 61-101 – Protection of Minority Security Holders in Special Transactions, were voted in favour of the Arrangement. The Shareholders who participated in the vote represented approximately 72.32% of the outstanding Shares entitled to vote on the Arrangement Resolution.
The completion of the Arrangement is subject to the approval and issuance of a final order by the Ontario Superior Court of Justice (Commercial List) (the "Court") and the satisfaction or waiver of other customary closing conditions. The Company intends to seek a final order from the Court on February 22, 2023 and, assuming all other closing conditions are satisfied or waived, the Arrangement is expected to be completed on or about February 28, 2023.
Following completion of the Arrangement, the Shares will be delisted from the TSX Venture Exchange.
Further details regarding the terms and conditions of the Arrangement are set out in the management information circular of the Company dated January 11, 2023 (the "Circular") and the arrangement agreement dated December 9, 2022, each of which are available under the Company's profile at www.sedar.com.
Enclosed with the Circular was a letter of transmittal explaining how registered Shareholders can submit their Shares in order to receive consideration pursuant to the Arrangement. Registered Shareholders who have questions or require assistance with submitting their Shares in connection with the Arrangement may direct their questions to Computershare Investor Services Inc., which is acting as depositary in connection with the Arrangement, toll free at 1-800-564-6253 or by email at corporateactions@computershare.com.
Forward-looking statements and forward-looking information
Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, including statements regarding the final order hearing, the expected timing of closing, the delisting of the Shares and other statements that are not historical facts.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.
Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company's control, that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required court approvals or satisfy other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company's results.
Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company's forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.
About ICPEI Holdings Inc.
Founded in 1998, ICPEI Holdings Inc. operates in the Canadian property and casualty insurance industry through its wholly owned subsidiary The Insurance Company of Prince Edward Island (ICPEI). ICPEI provides commercial and personal lines of insurance products exclusively through the broker channel.
The Company's name was changed from EFH Holdings Inc. to ICPEI Holdings Inc. after receiving approval from shareholders on July 15, 2021. It trades on the TSX Venture Exchange under the symbol ICPH effective August 20, 2021, and prior to December 23, 2020, it traded on the Toronto Stock Exchange.
SOURCE ICPEI Holdings Inc.
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