Readers are referred to the section "Forward-Looking Statements"
at the end of this release. All figures are expressed in Canadian
dollars.
MONTRÉAL, April 15, 2019 /CNW
Telbec/ - Power Corporation of Canada (the "Corporation" or "PCC") (TSX: POW)
today announced the preliminary results of its substantial issuer
bid (the "PCC Offer") to repurchase for cancellation up to
$1.35 billion of its subordinate
voting shares ("Shares"). The PCC Offer expired at 2:00 p.m. on April 13,
2019.
Great-West Lifeco Inc. ("Great-West") (TSX: GWO), a subsidiary
of Power Financial Corporation ("Power Financial" or "PFC") (TSX:
PWF), itself a subsidiary of Power Corporation, announced today its
preliminary results from its own substantial issuer bid (the
"Great-West Offer") whereby Great-West expects to take up and
purchase for cancellation approximately 59.7 million common shares
of Great-West ("Great-West Shares") (including Great-West Shares
tendered by notice of guaranteed delivery) at a purchase price of
$33.50 per Great-West Share.
Great-West Shares expected to be purchased under the Great-West
Offer represent approximately 6.0% of the issued and outstanding
Great-West Shares on a non-diluted basis at the time that the
Great-West Offer was announced. After giving effect to the
Great-West Offer, approximately 928.7 million Great-West Shares are
expected to be issued and outstanding.
Power Financial announced today its preliminary results from its
own substantial issuer bid (the "PFC Offer") whereby Power
Financial expects to take up and purchase for cancellation
approximately 50.0 million common shares of Power Financial ("PFC
Shares") (including PFC Shares tendered by notice of guaranteed
delivery) at a purchase price of $33.00 per PFC Share. PFC Shares expected to be
purchased under the PFC Offer represent approximately 7.0% of the
issued and outstanding PFC Shares on a non-diluted basis at the
time that the PFC Offer was announced. After giving effect to the
PFC Offer, approximately 664.1 million PFC Shares are expected to
be issued and outstanding.
PCC tendered a significant portion of its PFC Shares on a
proportionate basis and all remaining tendered PFC Shares on a
non-proportionate basis. PCC's ownership in PFC is expected to
decrease from approximately 65.5% to approximately 64.1% following
completion of the PFC Offer. PCC expects to use the proceeds it
receives from its participation in the PFC Offer to fund the PCC
Offer.
Power Corporation announced today that, in accordance with the
terms and conditions of the PCC Offer and based on a preliminary
count by Computershare Trust Company of Canada, as depositary for the PCC Offer, of
the approximately 45.5 million Shares deposited to the PCC Offer
(including those deposited by shareholders tendering on a
proportionate basis) the Corporation expects to take up and
purchase for cancellation approximately 40.9 million Shares
(including Shares tendered by notice of guaranteed delivery) at a
purchase price of $33.00 per Share.
Shares expected to be purchased under the PCC Offer represent
approximately 9.8% of the issued and outstanding Shares on a
non-diluted basis at the time that the PCC Offer was announced.
After giving effect to the PCC Offer, approximately 376.6 million
Shares are expected to be issued and outstanding. The Corporation's
principal shareholder, The Desmarais Family Residuary Trust, did
not participate in the PCC Offer.
As the PCC Offer was oversubscribed, shareholders who made
auction tenders at or at less than $33.00 and purchase price tenders are expected to
have approximately 90% of their maximum take-up of Shares purchased
by the Corporation, other than "odd lot" tenders, which are not
subject to proration.
"We were pleased to have supported Power Financial Corporation
in the successful completion of its substantial issuer bid, which
was announced earlier this morning," said André Desmarais, Deputy
Chairman, President and Co-Chief Executive Officer. "Power
Corporation also completed its substantial issuer bid, which will
return capital to our shareholders while maintaining the
Corporation's strong capital position to fund future growth
opportunities," added Paul Desmarais,
Jr., Chairman and Co-Chief Executive Officer.
The full details of the PCC Offer are described in the offer to
purchase and issuer bid circular dated March
8, 2019, as well as the related letter of transmittal and
notice of guaranteed delivery, copies of which were filed with
applicable Canadian securities regulatory authorities and made
available without charge on SEDAR at www.sedar.com, and posted on
the Corporation's website at www.PowerCorporation.com.
The number of Shares to be purchased under the PCC Offer and the
purchase price per Share are preliminary, subject to verification
by the depositary and assume that all Shares tendered by notice of
guaranteed delivery will be delivered within the two trading day
settlement period. The Corporation will announce the final results
on the day that Shares are taken-up.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares.
About Power Corporation
Power Corporation of Canada is
a diversified international management and holding company with
interests in companies in the financial services, asset management,
sustainable and renewable energy, and other business sectors in
North America, Europe and Asia. To learn more, visit
www.PowerCorporation.com.
Forward-Looking Statements
Certain statements in this news release, other than statements
of historical fact, are forward-looking statements based on certain
assumptions and reflect the Corporation's current expectations.
Forward-looking statements are provided to present information
about management's current expectations and plans relating to the
future and the reader is cautioned that such statements may not be
appropriate for other purposes. These statements include, without
limitation, statements regarding the size and purchase price per
Share for the Great-West Offer, the PFC Offer and the PCC Offer,
the expected number of Great-West Shares, PFC Shares and Shares
outstanding after the Great-West Offer, the PFC Offer and the PCC
Offer, respectively, the expected use of proceeds from PCC's
participation in the PFC Offer, and PCC's ownership in PFC after
the PFC Offer.
By its nature, this information is subject to inherent risks and
uncertainties that may be general or specific and which give rise
to the possibility that expectations, forecasts, predictions,
projections or conclusions will not prove to be accurate, that
assumptions may not be correct and that objectives, strategic goals
and priorities will not be achieved. A variety of factors, many of
which are beyond the Corporation's and its subsidiaries' control,
affect the operations, performance and results of the Corporation
and its subsidiaries and their businesses, and could cause actual
results to differ materially from current expectations of estimated
or anticipated events or results. These factors include, but are
not limited to the risks of the Great-West Offer, the PFC Offer
and/or the PCC Offer not being consummated as, when and on the
terms as expected, if at all, and the Corporation's and its
subsidiaries' success in anticipating and managing risks.
The reader is cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue
reliance on forward-looking statements. Information contained in
forward-looking statements is based upon certain material
assumptions that were applied in drawing a conclusion or making a
forecast or projection, including management's perceptions of
historical trends, current conditions and expected future
developments, as well as other considerations that are believed to
be appropriate in the circumstances, including that the list of
factors in the previous paragraph, collectively, are not expected
to have a material impact on the Corporation and its subsidiaries.
While the Corporation considers these assumptions to be reasonable
based on information currently available to management, they may
prove to be incorrect.
Other than as specifically required by applicable Canadian law,
the Corporation undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which such statement is made, or to reflect the
occurrence of unanticipated events, whether as a result of new
information, future events or results, or otherwise.
Additional information about the risks and uncertainties of the
Corporation's business and material factors or assumptions on which
information contained in forward-looking statements is based is
provided in its disclosure materials, including its most recent
Management's Discussion and Analysis and Annual Information Form,
filed with the securities regulatory authorities in Canada and available at www.sedar.com.
SOURCE Power Corporation of Canada