TORONTO–(BUSINESS WIRE)–Home Capital Group Inc. (“Home Capital”) (TSX: HCG) is pleased to announce that at the special meeting of its shareholders held today (the “Meeting”), shareholders voted overwhelmingly in favour of a special resolution (the “Arrangement Resolution”) approving the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”). Under the Arrangement, a wholly-owned subsidiary (the “Purchaser”) of Smith Financial Corporation (“SFC”), a company controlled by Stephen Smith, has agreed to acquire the issued and outstanding common shares of Home Capital that SFC does not already own for $44.00 in cash per share (the “Purchase Price”), subject to increase in certain circumstances described below.
The Arrangement Resolution required the approval by 66 2/3% of the votes cast by shareholders at the Meeting. An aggregate of 26,325,029 common shares were voted in favour of the Arrangement Resolution, representing approximately 99.79% of the votes cast on the Arrangement Resolution. Home Capital’s full report of voting results can be found on SEDAR at www.sedar.com.
Remaining Conditions to Completion of the Arrangement
Completion of the Arrangement remains subject to the satisfaction or waiver of certain closing conditions that are set out in the arrangement agreement entered into among Home Capital, SFC and the Purchaser on November 20, 2022 (the “Arrangement Agreement”), including court approval. Home Capital intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement at a hearing expected to be held on February 9, 2023. In addition, the Arrangement is subject to the receipt of regulatory approvals under the Bank Act (Canada), the Trust and Loan Companies Act (Canada) and the Competition Act (Canada). Subject to obtaining all required court and regulatory approvals and the satisfaction or waiver of the remaining conditions in the Arrangement Agreement, the Arrangement is anticipated to be completed in mid-2023. If the Arrangement closes on or after May 20, 2023, the Purchase Price will be increased by an amount equal to $0.00273973 per share in cash per day up to and including the day prior to the closing of the Arrangement (equivalent to approximately $0.25 per share for every three-month delay beyond May 20, 2023).
Caution Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to whether, and when, the Arrangement will be consummated and the anticipated receipt of required regulatory approvals, including the timing thereof, and court approval. Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. These risks, uncertainties and assumptions include, but are not limited to failure to, in a timely manner, or at all, obtain the necessary court and required regulatory approvals for the Arrangement and other customary risks associated with transactions of this nature. Therefore, forward-looking information should be considered carefully and undue reliance should not be placed on such information. Please note that forward-looking information in this news release reflects management’s expectations as of the date hereof, and therefore is subject to change. Home Capital disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Home Capital’s 2022 Third Quarter Report, available on Home Capital’s website at www.homecapital.com, and on SEDAR at www.sedar.com, for Home Capital’s Caution Regarding Forward-looking Statements.
About Home Capital
Home Capital is a public company, traded on the Toronto Stock Exchange (HCG), operating through its principal subsidiary, Home Trust Company. Home Trust Company is a federally regulated trust company offering residential and non-residential mortgage lending, securitization of residential mortgage products, consumer lending and credit card services. In addition, Home Trust Company and its wholly owned subsidiary, Home Bank, offer deposits via brokers and financial planners, and through a direct-to-consumer brand, Oaken Financial. Licensed to conduct business across Canada, we have offices in Ontario, Alberta, British Columbia, Nova Scotia, and Quebec.
Home Capital Group Inc.
VP, Investor Relations and ESG