TORONTO, Jan. 18, 2021 /CNW/ - Intact Financial
Corporation (TSX: IFC) ("Intact" or the "Company") is pleased to
report that, at the RSA Court Meeting and the RSA General Meeting,
each held earlier today in connection with the offer for RSA by
Regent Bidco Limited ("Bidco"), a wholly-owned subsidiary of Intact
(the "Acquisition") to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"):
(A)
|
the requisite
majority of Scheme Shareholders voted to approve the Scheme;
and
|
(B)
|
the requisite
majority of RSA Shareholders voted to pass resolutions to implement
the Scheme.
|
Details of the resolutions passed are set out in the scheme
document published on 16 December
2020 in relation to the Acquisition (the "Scheme
Document").
In addition, Intact has received unconditional approval for the
Acquisition from the Canadian Competition Bureau, which issued a
no-action letter on 12 January
2021.
The closing of the Acquisition is expected to occur in the
second quarter of 2021 subject to receipt of approval from the
relevant regulatory and antitrust authorities and the satisfaction
or (where capable of waiver) waiver of other conditions to
closing.
"Today's RSA shareholder vote is an important milestone," said
Charles Brindamour, CEO of Intact
Financial Corporation. "With shareholder support and the Canadian
Competition Bureau's recent approval, we remain on track to
complete the Acquisition in the second quarter of 2021. Planning is
underway and we look forward to welcoming our RSA colleagues into
the Intact family."
The Acquisition is being made solely pursuant to the terms of
the Scheme Document, which (together with the Forms of Proxy)
contains the full terms and conditions of the Acquisition.
Capitalised terms not defined herein have the same meanings
given to them in the Scheme Document.
Other information related to the Acquisition is available on the
"Acquisition of RSA Insurance Group plc" microsite.
About Intact
Intact Financial Corporation is the largest provider of property
and casualty (P&C) insurance in Canada and a leading provider of specialty
insurance in North America, with
over $11 billion in total annual
premiums. The Company has approximately 16,000 employees who serve
more than five million personal, business and public sector clients
through offices in Canada and the
U.S.
In Canada, Intact distributes
insurance under the Intact Insurance brand through a wide network
of brokers, including its wholly-owned subsidiary BrokerLink, and
directly to consumers through belairdirect. Frank Cowan Company, a
leading MGA, distributes public entity insurance programs including
risk and claims management services in Canada.
In the U.S., Intact Insurance Specialty Solutions provides a
range of specialty insurance products and services through
independent agencies, regional and national brokers, wholesalers
and managing general agencies. Products are underwritten by the
insurance company subsidiaries of Intact Insurance Group
USA, LLC.
Cautionary note regarding forward-looking statements
Certain of the statements included in this press release about
the Acquisition or any other future events or developments
constitute forward-looking statements. The words "may", "will",
"would", "should", "could", "expects", "plans", "intends",
"trends", "indications", "anticipates", "believes", "estimates",
"predicts", "likely", "potential" or the negative or other
variations of these words or other similar or comparable words or
phrases, are intended to identify forward-looking statements.
Unless otherwise indicated, all forward-looking statements in this
press release are made as of January 18,
2021, and are subject to change after that date.
Forward-looking statements are based on estimates and
assumptions made by management based on management's experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that management
believes are appropriate in the circumstances. In addition to other
estimates and assumptions which may be identified herein, estimates
and assumptions have been made regarding, among other things, the
receipt of all requisite approvals in a timely manner and on terms
acceptable to the Company, the realization of the expected
strategic, financial and other benefits of the Acquisition, and
economic and political environments and industry conditions.
However, the completion of the Acquisition is expected to be
subject to customary closing conditions, termination rights and
other risks and uncertainties, including, without limitation,
regulatory approvals, and there can be no assurance that the
Acquisition will be completed within the anticipated timeframe or
at all.
All of the forward-looking statements included in this press
release are qualified by these cautionary statements and those made
in the section entitled Risk Management (Sections 22-27) of our
MD&A for the year ended December 31,
2019 ("Annual MD&A"), the section entitled Risk
Management (sections 17-18) of our MD&A for the quarter ended
September 30, 2020 and the section
entitled Risk Factors – Risks Related to the Acquisition of our
presentation entitled "Building a Leading P&C Insurer" dated
November 18, 2020 and available on
our website. These factors are not intended to represent a complete
list of the factors that could affect the Company. These factors
should, however, be considered carefully. Although the
forward-looking statements are based upon what management believes
to be reasonable assumptions, the Company cannot assure investors
that actual results will be consistent with these forward-looking
statements. Investors should not rely on forward-looking statements
to make decisions, and investors should ensure the preceding
information is carefully considered when reviewing forward-looking
statements contained herein. The Company and management have no
intention and undertake 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.
Disclaimer
This press release does not constitute or form part of any offer
for sale or solicitation of any offer to buy or subscribe for any
securities nor shall it or any part of it form the basis of or be
relied on in connection with, or act as any inducement to enter
into, any contract or commitment whatsoever.
The information contained in this press release concerning the
Company does not purport to be all-inclusive or to contain all the
information that an investor may desire to have in evaluating
whether or not to make an investment in the Company. The
information is qualified entirely by reference to the Company's
publicly disclosed information and the cautionary note regarding
forward-looking statements included in this press release.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or any of its the directors,
officers or employees as to the accuracy, completeness or fairness
of the information or opinions contained in this press release and
no responsibility or liability is accepted by any person for such
information or opinions. In furnishing this press release, the
Company does not undertake or agree to any obligation to provide
investors with access to any additional information or to update
this press release or to correct any inaccuracies in, or omissions
from, this press release that may become apparent. The information
and opinions contained in this press release are provided as at the
date of this press release. The contents of this press release are
not to be construed as legal, financial or tax advice. Each
investor should contact his, her or its own legal adviser,
independent financial adviser or tax adviser for legal, financial
or tax advice.
This announcement is not for publication or distribution,
directly or indirectly, in or into the
United States of America. This announcement is not an offer
of securities for sale into the United
States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933 (the
"US Securities Act"), as amended, and may not be offered or sold in
the United States, except pursuant
to an applicable exemption from registration. No public offering of
securities is being made in the United
States. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy such securities in
the United States or in any other
jurisdiction where such offer is unlawful.
SOURCE Intact Financial Corporation