TORONTO, Feb. 13,
2023 /CNW/ - ICPEI Holdings Inc. (the "Company")
(TSXV: ICPH) is pleased to announce that at the special meeting
(the "Meeting") of holders (the "Shareholders") of common shares of
the Company (the "Shares") held today, the Shareholders
overwhelmingly approved the previously announced plan of
arrangement pursuant to which certain key members of management and
other existing Shareholders (collectively, the "Rollover
Shareholders"), Desjardins General Insurance Group Inc., and
certain other investors would indirectly acquire all of the
outstanding Shares for $4.00 per
Share (other than with respect to certain Shares held by Rollover
Shareholders) (the "Arrangement").
At the Meeting, a total of 10,473,583 Shares were voted in
favour of the Arrangement, representing approximately 95.20% of the
votes cast on the special resolution approving the Arrangement (the
"Arrangement Resolution"). In addition, a total of 5,014,488
Shares, representing approximately 90.46% of the votes cast on the
Arrangement Resolution, excluding votes cast by Shareholders whose
votes were required to be excluded pursuant to MI 61-101 –
Protection of Minority Security Holders in Special
Transactions, were voted in favour of the Arrangement. The
Shareholders who participated in the vote represented approximately
72.32% of the outstanding Shares entitled to vote on the
Arrangement Resolution.
The completion of the Arrangement is subject to the approval and
issuance of a final order by the Ontario Superior Court of Justice
(Commercial List) (the "Court") and the satisfaction or waiver of
other customary closing conditions. The Company intends to seek a
final order from the Court on February 22,
2023 and, assuming all other closing conditions are
satisfied or waived, the Arrangement is expected to be completed on
or about February 28, 2023.
Following completion of the Arrangement, the Shares will be
delisted from the TSX Venture Exchange.
Further details regarding the terms and conditions of the
Arrangement are set out in the management information circular of
the Company dated January 11, 2023
(the "Circular") and the arrangement agreement dated December 9, 2022, each of which are available
under the Company's profile at www.sedar.com.
Enclosed with the Circular was a letter of transmittal
explaining how registered Shareholders can submit their Shares in
order to receive consideration pursuant to the Arrangement.
Registered Shareholders who have questions or require assistance
with submitting their Shares in connection with the Arrangement may
direct their questions to Computershare Investor Services Inc.,
which is acting as depositary in connection with the Arrangement,
toll free at 1-800-564-6253 or by email at
corporateactions@computershare.com.
Forward-looking statements and forward-looking
information
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of the
Company's beliefs, intentions and expectations about developments,
results and events which will or may occur in the future,
constitute "forward-looking information" within the meaning of
applicable Canadian securities legislation. Forward-looking
information relates to future events or future performance, reflect
current expectations or beliefs regarding future events and is
typically identified by words such as "anticipate", "believe",
"could", "estimate", "expect", "intend", "likely", "may", "plan",
"seek", "should", "will" and similar expressions suggesting future
outcomes or statements regarding an outlook. Forward-looking
information includes, but is not limited to, statements with
respect to the Arrangement, including statements regarding the
final order hearing, the expected timing of closing, the delisting
of the Shares and other statements that are not historical
facts.
Forward-looking information is based upon certain assumptions
and other important factors that, if untrue, could cause the actual
results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such information. There can be
no assurance that such information will prove to be accurate. Such
information is based on numerous assumptions, including assumptions
regarding the ability to complete the Arrangement on the
contemplated terms or at all, that the conditions precedent to
closing of the Arrangement can be satisfied, and assumptions
regarding present and future business strategies, local and global
economic conditions, and the environment in which the Company
operates.
Although the Company believes that the forward-looking
information in this news release is based on information and
assumptions that are current, reasonable and complete, this
information is by its nature subject to a number of factors, many
of which are beyond the Company's control, that could cause actual
results to differ materially from management's expectations and
plans as set forth in such forward-looking information, including,
without limitation, the following factors: (a) the possibility that
the Arrangement will not be completed on the terms and conditions,
or on the timing, currently contemplated, and that it may not be
completed at all due to a failure to obtain or satisfy, in a timely
manner or otherwise, required court approvals or satisfy other
conditions of closing necessary to complete the Arrangement or for
other reasons; (b) the possibility of adverse reactions or changes
in business relationships resulting from the announcement or
completion of the Arrangement; (c) risks relating to the retention
of key personnel during the interim period; (d) the possibility of
litigation relating to the Arrangement; (e) risks related to the
diversion of management's attention from the Company's ongoing
business operations; and (f) other risks inherent to the Company's
business and/or factors beyond its control which could have a
material adverse effect on the Company or the ability to consummate
the Arrangement. The Company cautions that the foregoing list is
not exhaustive of all possible factors that could impact the
Company's results.
Investors and others should carefully consider the foregoing
factors and other uncertainties and potential events and should not
rely on the Company's forward-looking information to make decisions
with respect to the Company. Furthermore, the forward-looking
information contained herein are made as of the date of this
document and the Company does not undertake any obligation to
update or to revise any of the included forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable law. All
forward-looking information contained herein is expressly qualified
by this cautionary statement.
About ICPEI Holdings Inc.
Founded in 1998, ICPEI Holdings Inc. operates in the Canadian
property and casualty insurance industry through its wholly owned
subsidiary The Insurance Company of Prince Edward Island (ICPEI). ICPEI provides
commercial and personal lines of insurance products exclusively
through the broker channel.
The Company's name was changed from EFH Holdings Inc. to ICPEI
Holdings Inc. after receiving approval from shareholders on
July 15, 2021. It trades on the TSX
Venture Exchange under the symbol ICPH effective August 20, 2021, and prior to December 23, 2020, it traded on the Toronto Stock
Exchange.
SOURCE ICPEI Holdings Inc.