Integrated Asset Management Corp. (“IAM”) (TSX: IAM) announced
today that it has obtained an interim order from the Ontario
Superior Court of Justice (Commercial List) (the “Interim Order”)
in connection with its previously announced statutory plan of
arrangement under the Business Corporations Act (Ontario) pursuant
to which Fiera Capital Corporation (“Fiera Capital”) (TSX: FSZ)
will acquire all of the outstanding common shares of IAM (the
“Transaction”).
The Interim Order authorizes, among other
things, IAM to call, hold and conduct a special meeting of holders
of its common shares (“IAM Shareholders”) to consider, and if
thought advisable, approve the Transaction (the “Meeting”). In
accordance with the Interim Order, the Meeting will be held on June
14, 2019 at 4:00 p.m. (Toronto time) at The Toronto Region Board of
Trade in the Ridout Room, 3rd Floor, 1 First Canadian Place,
Toronto, Ontario. The record date for determining the IAM
Shareholders entitled to receive notice of, and to vote at, the
Meeting is the close of business on May 14, 2019.
In addition to IAM shareholder and court
approvals, the closing of the Transaction is subject to regulatory
approvals, 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 for the listing of
Fiera Capital shares to be issued. Assuming these conditions are
satisfied or waived, the Transaction is expected to close in the
second quarter of calendar year 2019.
Further information regarding the Transaction is
available in IAM’s news release dated March 22, 2019 (and related
material change report), copies of which are available on SEDAR,
and will be contained in a management information circular that IAM
will prepare, file on SEDAR at www.sedar.com and mail to IAM
Shareholders in advance of the Meeting.
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.
Forward-Looking Information
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, statements regarding the timing of the special
meeting, the related record date and the hearing for the final
court order for the Transaction, the preparation, filing and
mailing of a management information circular in connection with the
special meeting and the anticipated completion of the Transaction
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 Transaction; the ability to obtain all required
approvals and consents including regulatory, TSX, shareholder and
final court approval or to otherwise fulfill all of the conditions
precedent to the Transaction, 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: 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. The Firm 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 the Firm’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
Corporation, including the Firm's annual information form, is
available on SEDAR at www.sedar.com.
For further information, please contact:
Integrated Asset Management Corp.
John Robertson President and Chief Executive Officer
416-360-7667
Fiera Capital (TSX:FSZ)
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