MONTREAL, July 26,
2023 /CNW/ - IOU Financial Inc. ("IOU" or the
"Company") (TSXV: IOU) confirms that it has received a
non-binding, indicative unsolicited proposal (the "NMEF
Proposal") from North Mill Equipment Finance LLC
("NMEF") to acquire all of the outstanding common shares of
IOU ("Shares") at a price of C$0.28 in cash for each Share and takes note of
the press release issued by NMEF on July 25, 2023 regarding
the NMEF Proposal.
The NMEF Proposal and subsequent announcement are merely an
invitation for the Company to negotiate an arrangement agreement
with NMEF. The NMEF Proposal is not a formal offer to IOU
shareholders, and there is no assurance that NMEF will make a
formal offer to any IOU shareholders. Shareholders currently do not
need to take any action with respect to the NMEF Proposal or the
announcement.
The board of directors of IOU (the "Board") and its
special committee are, together with their respective legal
counsel and financial advisor, reviewing the NMEF Proposal to
determine whether it constitutes a "Superior Proposal" as defined
in the Arrangement Agreement entered into between IOU and 9494-3677
Québec Inc. (the "Purchaser") on July
13, 2023 (the "Arrangement Agreement"), and have
provided notice of such review to the Purchaser and its
shareholders.
The Board has not changed its unanimous approval and
recommendation that IOU shareholders vote in favor of the plan of
arrangement (the "Arrangement") contemplated by the
Arrangement Agreement and, until such time as the Board makes its
determination regarding whether the NMEF Proposal constitutes a
"Superior Proposal", IOU will continue with the process set forth
in the Arrangement Agreement, including holding a special meeting
of IOU shareholders called for September 12,
2023 for the purpose of considering and voting on the
Arrangement.
A copy of the Arrangement Agreement is available under the
Company's profile on SEDAR+ at www.sedarplus.ca.
About IOU
IOU Financial Inc. is a wholesale lender that provides quick and
easy access to growth capital to small businesses through a network
of preferred brokers across the US and Canada. Built on its proprietary IOU360
technology platform that connects underwriters, merchants and
brokers in real time, IOU has become a trusted alternative to banks
by originating over US$1 billion in
loans to fund small business growth since 2009. IOU was named one
of the 50 Best Places to Work in Fintech for 2022 by American
Banker and trades on the TSX-V under the symbol "IOU", and on the
US OTC markets as "IOUFF". To learn more about IOU's corporate
history, financial products, or to join our broker network please
visit www.IOUFinancial.com.
Caution Regarding Forward-Looking Statements
Certain statements made in this press release are
forward-looking statements within the meaning of applicable
securities laws, including, but not limited to, statements with
respect to the completion of the Arrangement and the outcome of the
NMEF Proposal, and other statements that are not material facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking terminology such as "may", "will",
"expect", "believe", "estimate", "plan", "could", "should",
"would", "outlook", "forecast", "anticipate", "foresee", "continue"
or the negative of these terms or variations of them or similar
terminology.
Although the Company believes that the forward-looking
statements in this press release are based on information and
assumptions that are reasonable, these forward-looking statements
are by their nature subject to a number of factors that could cause
actual results to differ materially from management's expectations
and plans as set forth in such forward-looking statements,
including, without limitation, the following factors, many of which
are beyond the Company's control and the effects of which can be
difficult to predict: (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 shareholder, regulatory and court approvals and
other conditions of closing necessary to complete the Arrangement
or for other reasons; (b) the possibility of litigation relating to
the Arrangement; and (c) the potential of a third party, including,
but not limited to, NMEF, making a "Superior Proposal" to the
Arrangement; and (d) other factors beyond the Company's control
which could have a material adverse effect on the Company or its
ability to complete the Arrangement.
The Company cautions investors not to rely on the
forward-looking statements contained in this press release when
making an investment decision in their securities. Investors are
encouraged to read the Company's filings available under its
profile on SEDAR+ at www.sedarplus.ca for a discussion of these and
other risks and uncertainties. The forward-looking statements in
this press release speak only as of the date of this press release
and IOU undertakes no obligation to update or revise any of these
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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SOURCE IOU Financial Inc.