Readers are referred to the section "Forward-Looking Statements"
at the end of this release. All figures are expressed in Canadian
dollars.
MONTRÉAL, April 17, 2019 /CNW
Telbec/ - Power Corporation of Canada (the "Corporation" or "PCC") (TSX: POW)
today announced that, under the Corporation's substantial issuer
bid (the "PCC Offer"), it has taken up and is purchasing for
cancellation 40,909,041 of its subordinate voting shares ("Shares")
at a purchase price of $33.00 per
Share representing $1.35 billion of
its subordinate voting shares.
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
that, under Great-West's substantial issuer bid, it will take up
and purchase for cancellation 59,700,974 of its common shares at a
purchase price of $33.50 per common
share.
Power Financial announced today that it has taken up and is
purchasing for cancellation 49,999,973 of its common shares at a
purchase price of $33.00 per common
share of Power Financial (the "PFC Shares"). The Corporation
supported Power Financial through its participation in the Power
Financial substantial issuer bid (the "PFC Offer") by tendering a
significant portion of its PFC Shares on a proportionate basis and
all remaining tendered PFC Shares on a non-proportionate basis. The
Corporation will fund its Offer using the proceeds from the
Corporation's participation in the PFC Offer.
Prior to the announcement of the PFC Offer, the Corporation
beneficially owned and exercised control over 467,839,296 PFC
Shares, representing approximately 65.5% of the issued and
outstanding PFC Shares, on a non-diluted basis. As a result of the
PFC Offer, the Corporation will beneficially own and exercise
control over 425,402,926 PFC Shares, or approximately 64.1% of the
issued and outstanding PFC Shares, on a non-diluted basis, after
giving effect to the cancellation of PFC Shares pursuant to the PFC
Offer.
Power Corporation announced today the final results of its
substantial issuer bid. Shares purchased under the PCC Offer
represent approximately 9.8% of the issued and outstanding Shares
on a non-diluted basis prior to the take-up of Shares. After giving
effect to the purchase, the number of issued and outstanding Shares
is 376,598,019, on a non-diluted basis.
A total of approximately 45.5 million Shares were properly
tendered to the PCC Offer and not withdrawn, including those
deposited by shareholders tendering on a proportionate basis. As
the PCC Offer was oversubscribed, shareholders who made auction
tenders and purchase price tenders will 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.
The Desmarais Family Residuary Trust (the "Trust"), the
Corporation's ultimate controlling shareholder, did not participate
in the PCC Offer.
Following completion of the PCC Offer, the Trust will continue
to beneficially own, directly or indirectly, 48,363,392 Shares and
48,697,962 of the Corporation's participating preferred shares
(which were not subject to the PCC Offer), which represent, after
giving effect to the cancellation of Shares following the Offer,
approximately 12.8% and 99.7%, respectively, of the issued and
outstanding shares of such classes and 61.9% and 22.8%,
respectively, of the votes associated with, and quantity of, the
total outstanding shares of the Corporation.
Payment for the purchased Shares will be completed by
Computershare Trust Company of Canada, as depositary for the PCC Offer (the
"Depositary"), in accordance with the PCC Offer and applicable law.
Any Shares tendered and not purchased will be returned to
shareholders promptly by the Depositary.
To assist shareholders in determining the tax consequences of
the Offer, the Corporation estimates that for the purposes of the
Income Tax Act (Canada),
the paid-up capital per Share was approximately $1.68 as at the time of cancellation of Shares
pursuant to the PCC Offer on April 17,
2019. The "specified amount" (for purposes of subsection
191(4) of the Income Tax Act (Canada)) in respect of each Share is
$32.95.
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 currently
posted on the Corporation's website at
www.PowerCorporation.com.
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.
The Corporation is incorporated under the Canada Business
Corporations Act and its head office is located at 751 Victoria
Square, Montréal, Québec. Power Financial's head office is also
located at 751 Victoria Square, Montréal, Québec.
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 timing of payment and settlement for Shares purchased
under the PCC Offer and the source of funding of the PCC 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 PCC Offer and/or the PFC Offer not
being consummated as, when and on the terms as expected, and the
Corporation's and its subsidiaries' success in anticipating and
managing the 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