TORONTO, June 14, 2019 (GLOBE NEWSWIRE) — Integrated Asset Management Corp. (“IAM”) (TSX: IAM) is pleased to announce that, at today’s special meeting of shareholders (the “Meeting”), its shareholders approved the previously announced plan of arrangement (the “Arrangement”) pursuant to which, among other things, Fiera Capital Corporation (“Fiera Capital”) (TSX: FSZ) will acquire all of the issued and outstanding common shares of IAM.
The Arrangement required approval by: (i) 66 ⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Of the votes cast with respect to the resolution to approve the Arrangement, an aggregate of 22,487,896 IAM shares were voted in favour, representing approximately 99.998% of the votes cast. In addition, an aggregate of 20,654,255 IAM shares, representing approximately 99.997% of the votes cast on the resolution excluding such shareholders as are required to be excluded pursuant to MI 61-101, were voted in favour.
Completion of the Arrangement remains subject to final court approval. It is expected that IAM will apply for a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement on June 19, 2019. In addition to final court approval, the closing of the Arrangement is subject to IAM’s adjusted cash balance (as calculated under the arrangement agreement dated March 21, 2019 between IAM and Fiera Capital) being at least $10 million at the effective date and closing conditions customary in transactions of this nature, including approval by the Toronto Stock Exchange (“TSX”) for the listing of Fiera Capital shares to be issued.
Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed in the second quarter of calendar year 2019. Following completion of the Arrangement, IAM expects its shares will be de-listed from the TSX and applications will be made for IAM to cease to be a reporting issuer.
Further information regarding the Arrangement are available under IAM’s profile on SEDAR at www.sedar.com.
No Offer or Solicitation
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell IAM shares or an offer to sell or a solicitation of an offer to buy Fiera Capital shares.
Certain information in this news release constitutes forward-looking information for the purposes of applicable securities laws. Forward-looking information and statements can generally be identified by the use of forward-looking terminology such as “anticipate”, “estimate”, “may”, “will”, “expect”, “believe”, “plan” or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results “may”, “could”, “would”, or “might” occur or be achieved. All statements included in this news release, other than statements of historical facts, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things, the timing of the court hearing for the final order for the Arrangement, the de-listing of IAM Shares from the TSX, IAM ceasing to be a reporting issuer and the anticipated completion of the Arrangement and the timing thereof. These forward-looking statements are not facts or guarantees of future performance, but only reflections of estimates and expectations of IAM’s management and involve a number of risks, uncertainties, and assumptions that, while considered reasonable by IAM, are inherently subject to significant operational, business, economic, regulatory and other uncertainties and contingencies.
Readers are further cautioned that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and IAM has made assumptions and estimates based on or related to many of these factors. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements and information are the following: the ability to consummate the Arrangement; the ability to obtain all required approvals including TSX and final court approval or to otherwise fulfill all of the conditions precedent to the Arrangement, in a timely manner, or at all; changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws and other risk factors including those discussed in IAM’s public filings available at www.sedar.com and in particular in its most recent annual information form under “Risk Factors”. The foregoing risks and uncertainties are not exhaustive.
Readers are further cautioned not to place undue reliance on forward-looking statements or information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking statements and information contained in this news release are expressly qualified by this cautionary statement. Except as required by law, IAM assumes no obligation to update or revise forward-looking information to reflect new events, information or circumstances.
About Integrated Asset Management Corp.
IAM is one of Canada’s leading alternative asset management companies with approximately $3.1 billion in assets and committed capital under management in private debt, infrastructure debt and real estate as of March 31, 2019. For more information, please visit IAM’s website at www.iamgroup.ca. IAM’s common shares trade on the TSX under the ticker symbol IAM.
About Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm with approximately C$144.9 billion in assets under management as of March 31, 2019. Fiera Capital provides institutional, retail and private wealth clients with access to full-service integrated money management solutions across traditional and alternative asset classes. Clients and their portfolios derive benefit from Fiera Capital’s depth of expertise, diversified offerings and outstanding service. Fiera Capital trades under the ticker FSZ on the Toronto Stock Exchange. www.fieracapital.com
In the U.S., asset management services are provided by Fiera Capital’s U.S. affiliates who are investment advisers that are registered with the U.S. Securities and Exchange Commission (SEC). Registration with the SEC does not imply a certain level of skill or training.
Additional information about Fiera Capital, including its annual information form, is available on SEDAR at www.sedar.com.
For further information, please contact:
Integrated Asset Management Corp.
President and Chief Executive Officer