Integrated Asset Management Corp. (“IAM”) (TSX: IAM) announced
today that, in connection with IAM’s previously announced statutory
plan of arrangement (the “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 “IAM Shares”), it has
declared a conditional special dividend in the amount of $0.08 per
IAM Share, payable in cash on July 4, 2019. Shareholders of record
immediately prior to 12:01 a.m. (Toronto time) on July 3, 2019,
which is effectively the close of business on July 2, 2019, will be
entitled to receive payment of the dividend. 12:01 a.m. (Toronto
time) on July 3, 2019 is the anticipated effective time on the
effective date for the Arrangement. The special dividend will only
be paid if the Arrangement is completed.
The special dividend is intended to be and is
designated an “eligible dividend” for purposes of the Income Tax
Act (Canada) and any applicable provincial taxing statutes.
Because the special dividend is conditional upon
the completion of the Arrangement, the Toronto Stock Exchange (the
“TSX”) requires the IAM Shares to trade on a “due bill” basis from
and including June 28, 2019 until the close of trading on July 4,
2019 (the “Due Bill Period”). This means that buyers of IAM Shares
during the Due Bill Period will receive the special dividend
payment, provided that they continue to be holders of the
applicable IAM Shares at the close of trading on July 4, 2019. The
IAM Shares will continue to trade on a “due bill” basis to the
extent the IAM Shares continue to trade after the Due Bill
Period.
Pursuant to the Arrangement and conditional upon
completion of the Arrangement, a cash payment equal to the special
dividend will be paid to holders of IAM in-the-money options in an
aggregate amount equal to $80,177.45.
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
TSX for the listing of Fiera Capital Class A subordinate voting
shares to be issued. Assuming that the conditions to closing are
satisfied or waived, it is expected that the Arrangement will be
completed on July 3, 2019. Following completion of the Arrangement,
IAM expects the IAM 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,
including the special dividend and the payment on IAM in-the-money
options pursuant to the Arrangement, is contained in IAM’s
management information circular, a copy of which is available under
IAM’s profile on SEDAR at https://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.
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, the de-listing of the 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 and consents including TSX 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: 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 the its 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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