MONTREAL, June 21,
2024 /CNW/ - Fiera Capital Corporation (TSX:
FSZ) ("Fiera Capital" or the "Company"), a leading independent
asset management firm, is pleased to announce that the Company's
senior management and a number of its board members have acquired
all units of Fiera Capital L.P. ("Fiera LP") and all shares of
Fiera Holdings Inc. ("Fiera Holdings") previously held by
Desjardins Financial Holding Inc. ("Desjardins"), an indirect
wholly-owned subsidiary of Fédération des caisses Desjardins du
Québec (the "Transaction"). There are no outside buyers
involved in the Transaction. The Transaction involves units of
Fiera LP and shares of Fiera Holdings (the "Purchased Securities")
representing 7,257,960 Class B voting shares ("Class B Shares") and
Class A subordinate voting shares ("Class A Shares") of the
Company, representing 6.8% of the total outstanding shares.
This acquisition follows the April
2024 announcement that Desjardins intended to sell its units
of Fiera LP and shares of Fiera Holdings. Per the limited
partnership agreement governing Fiera LP, unitholders were granted
a right of first refusal to purchase the offered securities.
This acquisition enables the Fiera Capital senior management
team to solidify their investment in the firm's future, aligning
their interests and long-term incentives directly with the
Company's strategic goals through increased ownership stakes.
"Desjardins has been a supportive and valued partner since our
inception, backing us over the last two decades," said Jean-Guy Desjardins, Chairman of the Board and
Global Chief Executive Officer. "Despite the repurchase of shares,
Desjardins continues to be a valued client, and we look back with
satisfaction on our successful partnership."
"This transaction is in line with our investment strategy. Fiera
Capital remains an important business partner for Desjardins. We
will continue our business relationship with Fiera, particularly in
the management of our trust funds," said Guy Cormier, President and CEO of Desjardins
Group.
"We are pleased with the smooth execution of this transaction,
which reflects the strength and expertise of our teams and marks
another milestone in our continued success," said Gabriel Castiglio, Executive Director, Global
Chief Legal Officer, and Corporate Secretary. "It underscores our
belief in Fiera Capital's strategic vision and operational
strength. Importantly, our organizational structure remains
unchanged, allowing us to continue executing our growth plans
seamlessly."
The consolidation of ownership with Fiera Capital's management
underscores the Company's exceptional track record and innovative
approach, positioning it as an international benchmark in the asset
management industry. This strategic move is poised to reinforce
Fiera Capital's leadership, ensuring sustained value creation and
the execution of forward-looking strategies that will drive
long-term growth and stability.
Transaction Terms
The Purchased Securities were acquired at a price equivalent to
C$7.25 per Purchased Security for an
aggregate purchase price of approximately C$53 million. A portion of the aggregate purchase
price was financed through a credit facility (the "Credit
Facility") in the amount of C$20
million made available by a Canadian bank to 16121136 Canada
Inc. ("ExecCo"), a corporation formed by members of senior
management of the Company. The obligations under the Credit
Facility have been guaranteed by the Company (the "Company
Guarantee'').
Pursuant to its mandate, the Nominating and Governance Committee
of the board of directors (the "Committee"), composed exclusively
of independent directors, was asked to review, evaluate and
consider the proposed Company Guarantee, including whether the
Guarantee would be in the best interests of the Company. It was
unanimously determined, after consultation with its external
independent legal advisors, that the Company Guarantee is in the
best interests of Fiera Capital Corporation. After receipt of the
unanimous recommendation of the Committee, the Company Guarantee
was unanimously approved by the board of directors of Fiera
Capital.
The Company Guarantee represents a "related party
transaction" for the purposes of Multilateral Instrument
61-101 – Protection of Minority Securityholders in Special
Transactions ("MI 61-101") but is exempt from the majority of
minority shareholder approval and formal valuation requirements of
MI 61-101 pursuant to Section 5.5(a) and 5.7(a) of MI 61-101 on the
basis that the fair market value of the Company Guarantee
represents less than 25% of the market capitalization of the
Company.
The Company did not file a material change report more than 21
days before the closing date of the Desjardins Transaction and the
grant of the Company Guarantee, as the details of the Company
Guarantee were not settled until shortly prior to closing the
Desjardins Transaction and the grant of the Company Guarantee.
Early Warning Disclosure
On June 21, 2024, in
connection with the exercise of existing divestiture rights by
Desjardins as a unitholder of Fiera LP and a shareholder of Fiera
Holdings, Mr. Jean-Guy Desjardins ("Mr. Desjardins"), who
indirectly controls Fiera Holdings Inc., the sole general partner
of Fiera LP, purchased, through Fiera International Inc., an entity
indirectly wholly-owned by Mr. Desjardins, 1 887 621 units of Fiera
LP (representing the same number of shares of Fiera Capital) at a
price of C$7.25 per unit for a total consideration of
approximately C$13.7 million.
As at September 25, 2023, being the date of its last early
warning report, Fiera LP owned 1,647,492 Class A Shares,
representing approximately 1.92% of the issued and outstanding
Class A Shares as of September 25,
2023, and a total of 19,412,401 Class B Shares. Assuming the
conversion of its 19,412,401 Class B Shares into Class A Shares,
Fiera LP would then have owned 21,059,893 Class A Shares,
representing approximately 20.04% of all the issued and outstanding
shares of Fiera Capital as of September 25,
2023.
As of the date hereof but before the closing of the Desjardins
Transaction, Fiera LP owned 2,617,353 Class A Shares,
representing approximately 3.01% of the issued and outstanding
Class A Shares, and a total of 19,412,401 Class B Shares. Assuming
the conversion of its 19,412,401 Class B Shares into Class A
Shares, Fiera LP would then own 22,029,754 Class A Shares,
representing approximately 20.72% of all the issued and outstanding
shares of Fiera Capital.
Immediately after the closing of the Desjardins Transaction and
assuming the exercise by Mr. Desjardins of his vested stock
options, the Class A Shares held by Fiera LP, DJM Capital Inc.
("DJM"), an entity indirectly owned as to 80% by Mr. Desjardins and
Mr. Desjardins would represent approximately 3.88% of the then
issued and outstanding Class A Shares, and assuming the conversion
of the 19,412,401 Class B Shares held by Fiera LP into Class A
Shares, the Class A Shares held by Fiera LP, DJM and Mr. Desjardins
would collectively represent approximately 21.33% of all the then
issued and outstanding shares of Fiera Capital.
The Class A Shares and Class B Shares owned by Fiera LP, or the
persons considered to act as joint actors with respect to Fiera LP,
are held for investment purposes, and Fiera LP and such joint
actors intend to review on a continuing basis their investment in
Fiera Capital. Fiera LP and any joint actor in relation thereto,
may, depending on market and other conditions, increase or decrease
their beneficial ownership, control or direction over securities of
Fiera Capital through market transactions, private agreements,
public offerings or otherwise. Decreases of beneficial ownership
can also occur as a result of the exercise of existing divestiture
rights by current and former employees of Fiera Capital holding
Class A Shares through Fiera LP, without control by or involvement
of Mr. Desjardins with respect to such disposition. Fiera LP and
its joint actors do not have any current plans or proposals that
relate to or that would result in any of the transactions or other
matters specified in clauses (a) through (k) of Item 5 of Form NI
62-103F1 – Required Disclosure under the Early Warning Requirements
of the Canadian Securities Administrators. Fiera LP and/or any
joint actors however may at any time and from time to time, review
or reconsider and change their position and/or change their purpose
and/or develop such plans or future intentions with respect to the
business and affairs of Fiera Capital.
The head office address of Fiera Capital is 1981 McGill College
Avenue, Suite 1500, Montreal, Québec H3A 0H5.
For further information please refer to the Early Warning
Reports of Fiera LP and Mr. Desjardins to be posted on Fiera
Capital's SEDAR profile at www.sedarplus.ca or which may
be obtained by contacting Mr. Gabriel Castiglio at
514-954-6467.
About Fiera Capital
Corporation
Fiera Capital is a leading independent asset management firm
with a growing global presence. Fiera Capital delivers customized
and multi-asset solutions across public and private market asset
classes to institutional, financial intermediary and private wealth
clients across North America,
Europe and key markets in
Asia. Fiera Capital's depth of
expertise, diversified investment platform and commitment to
delivering outstanding service are core to our mission of being at
the forefront of investment management science to create
sustainable wealth for clients. Fiera Capital trades under the
ticker FSZ on the Toronto Stock Exchange.
Headquartered in Montreal,
Fiera Capital, with its affiliates in various jurisdictions, has
offices in over a dozen cities around the world, including
New York (U.S.), London (UK), and Hong Kong (SAR).
Each affiliated entity (each an "Affiliate") of Fiera Capital
only provides investment advisory or investment management services
or offers investment funds in the jurisdictions where the Affiliate
is authorized to provide services pursuant to an exemption from
registration and/or the relevant product is registered.
Fiera Capital does not provide investment advice to U.S. clients
or offer investment advisory services in the U.S. In the U.S.,
asset management services are provided by Fiera Capital's
affiliates who are investment advisers that are registered with the
U.S. Securities and Exchange Commission (SEC) (the "SEC") or exempt
from registration. Registration with the SEC does not imply a
certain level of skill or training. For details on the particular
registration of, or exemptions therefrom relied upon by, any Fiera
Capital entity, please consult:
https://www.fieracapital.com/en/registrations-and-exemptions.
Additional information about Fiera Capital, including Fiera
Capital's annual information form, is available on SEDAR+ at
www.sedarplus.ca.
Forward-Looking
Statements
This document contains forward-looking statements relating to
future events or future performance and reflecting management's
expectations or beliefs regarding future events. Forward-looking
statements include comments with respect to the intentions of
Fiera LP relating to its participation in the Company. Such
statements reflect management's current beliefs and are based on
factors and assumptions it considers to be reasonable based on
information currently available to management and may typically be
identified by terminology such as "believe", "expect", "aim",
"goal", "plan", "anticipate", "estimate", "may increase", "may
fluctuate", "predict", "potential", "foresee", "forecast",
"project", "continue", "target", "intend" or the negative of these
terms or other comparable terminology and similar expressions of
future or conditional verbs, such as "may", "will", "should",
"would" and "could."
By their very nature, forward-looking statements involve numerous
assumptions, inherent risks and uncertainties, both general and
specific, and the risk that predictions, forecasts, projections,
expectations or conclusions will not prove to be accurate. As a
result, the Company does not guarantee that any forward-looking
statement will materialize, and readers are cautioned not to place
undue reliance on these forward-looking statements. A number of
important factors, many of which are beyond Fiera Capital's
control, could cause actual events or results to differ materially
from the predictions, forecasts, projections, expectations, or
conclusions expressed in such forward-looking statements which
include, but are not limited to those factors described in the
Company's Annual Information Form for the year ended December 31, 2023 under the heading "Risk Factors
and Uncertainties" or discussed in other materials filed by the
Company with applicable securities regulatory authorities from time
to time which are available on SEDAR+ at
www.sedarplus.ca.
When relying on forward-looking statements in this document and
any other disclosure made by Fiera Capital, investors and others
should carefully consider the preceding factors, other
uncertainties and potential events. Fiera Capital does not
undertake to update or revise any forward-looking statements,
whether written or oral, that may be made from time to time by it
or on its behalf in order to reflect new information, future events
or circumstances or otherwise, except as required by applicable
laws.
SOURCE Fiera Capital Corporation