FAX Investments Inc. made an unsolicited non-binding letter of intent to acquire an additional 35.1% stake in FAX Capital Corp. for CAD 77.4 million.
FAX Capital Corp.'s board of directors, with certain directors declaring their conflicts of interest and abstaining from voting, unanimously approved the Arrangement Agreement following receipt of the unanimous recommendation of a special committee made up solely of independent directors, appointed by the Board to, among other matters, consider strategic alternatives for FAX Capital Corp., including reviewing and considering the transaction and providing the Board with advice and recommendations with respect to the transaction. As such, the Board intends to unanimously, with certain interested directors abstaining from voting, recommend that holders of Subordinate Voting Shares vote in favour of the transaction. The Transaction is subject to approval at the Shareholders' Meeting by: (i) at least two-thirds of the votes cast by shareholders (voting together as a single class, with each holder of Subordinate Voting Shares being entitled to one vote per share and each holder of the Multiple Voting Shares being entitled to ten votes per share); and (ii) a simple majority of the votes cast by holders of Subordinate Voting Shares (excluding the Subordinate Voting Shares held by the Continuing Shareholders and any other shares required to be excluded pursuant to MI 61-101). In addition, completion of the Transaction is subject to other customary conditions, including receipt of court approval and approval from the TSX. As of June 24, 2022, FAX Capital shareholders approved the transaction. As of June 29, 2022, the Ontario Superior Court of Justice has approved the transaction. Transaction is expected to close early in the third quarter of 2022. The deal is expected to close on or about July 4, 2022.
Scotia Capital Inc. acted as the exclusive financial advisor and fairness opinion provider to the Special Committee and as independent valuator to FAX Capital Corp. Heidi Reinhart and Tommy Wong of Norton Rose Fulbright Canada LLP is acting as legal advisor to the Company. Michael C. DeCosimo and Alex Farcas of Dentons Canada LLP is acting as legal advisor to the Special Committee. Richard Kimel and Marek Lorenc of Aird & Berlis LLP is acting as legal advisor to FAX Investments and Federated Capital Corp. McCarthy Tétrault LLP is acting as legal counsel to Scotiabank. Computershare Investor Services Inc. acted as the transfer agent and registrar to FAX Capital.