AGF Management Limited (TSX: AGF.B, “AGF” or the “Company”)
announces today that its Board of Directors has authorized a
substantial issuer bid (the “Offer”) to purchase for cancellation a
number of Class B non-voting shares of the Company (“Class B
Non-Voting Shares”) for an aggregate purchase price not exceeding
$40 million. The Offer will expire at 5:00 p.m. (Toronto time) on
November 8, 2022 (the “Expiry Date”), unless extended, varied or
withdrawn by AGF.
Details of the Offer, including instructions for tendering
shares, are included in the formal offer to purchase and issuer bid
circular, letter of transmittal, notice of guaranteed delivery and
other related documents (collectively, the "Offer Documents"). The
Offer Documents are expected to be promptly mailed to shareholders,
filed with applicable Canadian securities regulatory authorities
and made available without charge on SEDAR at www.sedar.com, as
well as being posted on the Company’s website at www.agf.com.
Shareholders should carefully read the Offer Documents prior to
making a decision with respect to the Offer.Shareholders who wish
to participate in the Offer will be able to do so through (i)
auction tenders, which will allow shareholders who choose to
participate in the Offer to individually select the price, within a
range of not less than $5.85 and not more than $6.75 per Class B
Non-Voting Share (in increments of $0.05 per Class B Non-Voting
Share), at which they are willing to sell their Class B Non-Voting
Shares, or (ii) purchase price tenders in which they will agree to
have a specified number of Class B Non-Voting Shares purchased at a
purchase price to be determined pursuant to the auction (the
“Purchase Price”) and have their Class B Non-Voting Shares
considered as having been tendered at the minimum price of $5.85
per Class B Non-Voting Share for the purposes of determining the
Purchase Price. Shareholders who validly deposit Class B Non-Voting
Shares without specifying the method in which they are tendering
such Class B Non-Voting Shares will be deemed to have made a
purchase price tender. Upon expiry of the Offer, AGF will determine
the lowest Purchase Price (which will not be less than $5.85 per
Class B Non-Voting Share and not more than $6.75 per Class B
Non-Voting Share) that will allow it to purchase the maximum number
of Class B Non-Voting Shares properly tendered to the Offer, and
not properly withdrawn, having an aggregate purchase price not
exceeding $40 million. All Class B Non-Voting Shares purchased by
the Company pursuant to the Offer (including Class B Non-Voting
Shares tendered at prices below the Purchase Price) will be
purchased at the same Purchase Price.AGF believes that the purchase
of Class B Non-Voting Shares is in the best interest of the Company
and permits AGF to return up to $40 million of capital to
shareholders who elect to tender their Class B Non-Voting
Shares.After giving effect to the Offer, AGF will continue to have
sufficient financial resources and working capital to conduct its
ongoing business and operations and the Offer is not expected to
preclude AGF from pursuing its foreseeable business opportunities
or the future growth of AGF’s business.As of September 30, 2022,
AGF had 57,600 Class A voting common shares (“Class A Shares”) and
68,008,749 Class B Non-Voting Shares issued and outstanding. If the
Purchase Price is determined to be $5.85 per Class B Non-Voting
Share (which is the minimum price per Class B Non-Voting Share
under the Offer), the maximum number of Class B Non-Voting Shares
that may be purchased by the Company is 6,837,606 Class B
Non-Voting Shares or approximately 10.05% of the total number of
Class B Non-Voting Shares issued and outstanding. If the Purchase
Price is determined to be $6.75 per Class B Non-Voting Share (which
is the maximum price per Class B Non-Voting Share under the Offer),
the maximum number of Class B Non-Voting Shares that may be
purchased by the Company is 5,925,925 Class B Non-Voting Shares or
approximately 8.71% of the total number of Class B Non-Voting
Shares issued and outstanding.No director, officer or insider of
the Company, including Goldring Capital Corporation which is
indirectly owned by Blake C. Goldring and Judy G. Goldring, has
advised the Company that he, she or it intends to deposit Class B
Non-Voting Shares under the Offer. However, they may decide to
deposit Class B Non-Voting Shares to the Offer in the event that
the circumstances or decisions of any such persons change and,
subject to applicable securities laws, such persons may sell their
Class B Non-Voting Shares through the facilities of the Toronto
Stock Exchange (the “TSX”) or otherwise during the period prior to
the Expiry Date.The Offer is not conditional upon any minimum
number of Class B Non-Voting Shares being properly deposited under
the Offer. The Offer is, however, subject to other conditions and
AGF reserves the right, subject to applicable laws, to withdraw,
extend or vary the Offer if, at any time prior to the payment of
any Class B Non-Voting Shares, certain events occur.The closing
price of the Class B Non-Voting Shares on the TSX on September 27,
2022 (the last full trading day before the Company announced its
intention to make the Offer) was $5.65. The closing price of the
Class B Non-Voting Shares on the TSX on September 30, 2022 (the
last full trading day before the date of this press release) was
$6.06. During the six months ended September 30, 2022, the closing
prices of the Class B Non-Voting Shares on the TSX have ranged from
a low of $5.63 to a high of $8.22 per Class B Non-Voting Share.AGF
has engaged National Bank Financial Inc. to act as exclusive
financial advisor for the Offer. AGF has also engaged Computershare
Investor Services to act as depositary for the Offer. Any questions
or requests for information regarding the Offer may also be
directed to the depositary.This press release is for informational
purposes only and does not constitute an offer to buy or the
solicitation of an offer to sell AGF's shares. The solicitation and
the offer to buy the Class B Non-Voting Shares will only be made
pursuant to Offer Documents to be filed with the applicable
securities regulators in Canada. The Offer will be optional for all
shareholders, who will be free to choose whether to participate,
how many Class B Non-Voting Shares to tender and, in the case of
auction tenders, at what price to tender within the specified
range. Any shareholder who does not deposit any Class B Non-Voting
Shares (or whose Class B Non-Voting Shares are not repurchased
under the Offer) will realize a proportionate increase in its
percentage equity interest in AGF, to the extent that Class B
Non-Voting Shares are purchased and cancelled under the Offer. The
Offer will not be made to, nor will tenders be accepted from or on
behalf of, holders of Class B Non-Voting Shares in any jurisdiction
in which the making or acceptance of offers to sell Class B
Non-Voting Shares would not be in compliance with the laws of that
jurisdiction. AGF’s Board of Directors has approved the Offer.
However, none of AGF or its Board of Directors, the depositary or
National Bank Financial Inc. makes any recommendation to any
shareholder as to whether to deposit or refrain from depositing
Class B Non-Voting Shares under the Offer. Shareholders are urged
to evaluate carefully all information in the Offer, consult their
own financial, legal, investment and tax advisors and make their
own decisions as to whether to deposit Class B Non-Voting Shares
under the Offer, and, if so, how many shares to deposit.
About AGF Management Limited
Founded in 1957, AGF Management Limited (AGF) is an independent
and globally diverse asset management firm delivering excellence in
investing in the public and private markets through its three
distinct business lines: AGF Investments, AGF Private Capital and
AGF Private Wealth.
AGF brings a disciplined approach focused on providing an
exceptional client experience and incorporating sound responsible
and sustainable practices. The firm’s investment solutions, driven
by its fundamental, quantitative and private investing
capabilities, extends globally to a wide range of clients, from
financial advisors and their clients to high-net worth and
institutional investors including pension plans, corporate plans,
sovereign wealth funds, endowments and foundations.
Headquartered in Toronto, Canada, AGF has investment operations
and client servicing teams spanning on the ground in North America,
Europe and Asia. With approximately $40 billion in total assets
under management and fee-earning assets, AGF serves more than
800,000 investors. AGF trades on the Toronto Stock Exchange under
the symbol AGF.B.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS – Certain
statements in this press release about the Offer, including the
terms and conditions of the Offer, the aggregate amount of Class B
Non-Voting Shares to be purchased for cancellation under the Offer,
the expected expiration date of the Offer, as well as the Company's
current and future plans, expectations and intentions, results,
levels of activity, performance, goals or achievements or any other
future events or developments constitute "forward-looking
statements" within the meaning of applicable Canadian securities
laws. The words "may", "will", "would", "should", "could",
"expects", "plans", "intends", "trends", "indications",
"anticipates", "believes", "estimates", "predicts", "likely" or
"potential" or the negative or other variations of these words or
other comparable words or phrases, are intended to identify
forward-looking statements. Forward-looking statements are based on
estimates and assumptions made by the Company in light of its
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors that the
Company believes are appropriate and reasonable in the
circumstances, but there can be no assurance that such estimates
and assumptions will prove to be correct or that the Company's
expectations regarding this Offer or the Company's actual results,
level of activity, performance or achievements or future events or
developments will be achieved.Many factors could cause the
Company's expectations regarding this Offer or the Company's actual
results, level of activity, performance or achievements or future
events or developments to differ materially from those expressed or
implied by the forward-looking statements, including, without
limitation, the following factors: potential volatility of the
price of the Class B Non-Voting Shares; uncertainty in the level of
Shareholder participation in the Offer; payment of dividends;
limited voting rights attached to the Class B Non-Voting Shares;
fluctuation of quarterly operating results; securities analysts’
research or reports impacting the price of Class B Non-Voting
Shares; level of assets under our management; volume of sales and
redemptions of our investment products; performance of our
investment funds and of our investment managers and advisors;
client driven asset allocation decisions; pipeline; competitive fee
levels for investment management products and administration;
competitive dealer compensation levels and cost efficiency in our
investment management operations; general economic, political and
market factors in North America and internationally; interest and
foreign exchange rates; global equity and capital markets; business
competition; taxation; changes in government regulations;
unexpected judicial or regulatory proceedings; technological
changes; cybersecurity; catastrophic events; and our ability to
complete strategic transactions and integrate acquisitions, and
attract and retain key personnel. These factors and assumptions are
not intended to represent a complete list of the factors and
assumptions that could affect the Company and/or the Company’s
expectations regarding the Offer. These factors and assumptions,
however, should be considered carefully.Other factors could also
cause the Company's expectations regarding the Offer to differ
materially from those expressed or implied by the forward-looking
statements, including with respect to the Company's ability to
complete the Offer on the timelines anticipated, the Company
continuing to have sufficient financial resources and working
capital following the completion of the Offer, the Offer not
precluding the Company from pursuing future business opportunities,
the market for the Class B Non-Voting Shares not being materially
less liquid after the completion of the Offer than the market that
exists at the time of the Offer, the satisfaction or waiver of the
conditions to the Offer, the extent to which Shareholders determine
to deposit their Class B Non-Voting Shares to the Offer and the
Company's status as a reporting issuer and the continued listing of
the Class B Non-Voting Shares on the TSX. These factors are not
intended to represent a complete list of the factors that could
affect the Company and the Offer; however, these factors should be
considered carefully. The purpose of the forward-looking statements
is to provide the reader with a description of management's
expectations and may not be appropriate for other purposes; readers
should not place undue reliance on forward-looking statements made
herein. Furthermore, unless otherwise stated, the forward-looking
statements contained in this Offer are made as of the date of this
Offer, and the Company has no intention and undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. The forward-looking statements contained
in this Offer are expressly qualified by this cautionary statement.
Further details and descriptions of these and other factors are
disclosed in the Offer and in AGF's public filings with provincial
or territorial securities regulatory authorities, which may be
accessed on SEDAR's website at www.sedar.com.
AGF Management Limited shareholders, analysts and media,
please contact:
Courtney LearmontVice-President,
Finance647-253-6804, InvestorRelations@agf.com
AGF Management (TSX:AGF.B)
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