CALGARY,
Oct. 4, 2013 /CNW/ - Olympia
Financial Group Inc. (TSX: OLY) (the "Corporation") announces that
it has entered into an agreement to sell its transfer agency and
corporate trust assets to Computershare Trust Company of
Canada ("Computershare") for cash
consideration of $43.0 million (the
"Purchase Price"), subject to any post-closing adjustments, as
described below. After paying certain executive management
profit sharing entitlements and closing costs, the Corporation
anticipates receiving after-tax net proceeds of approximately
$29.6 million (assuming no
post-closing adjustments are required).
Pursuant to the agreement, the Purchase Price
may be reduced post-closing by an amount up to $7.5 million in the event that net revenue lost
from terminated client agreements exceeds net revenue gained from
new business agreements during the one year period following the
closing date (the "Net Revenue Adjustment"). The agreement
also provides that $2.5 million will
be held in escrow for a period of one year as security for any Net
Revenue Adjustment, working capital adjustment or indemnification
obligation of the Corporation in favour of Computershare required
under the agreement.
"We are very pleased with the value that this
transaction brings to our shareholders and the opportunities that
it brings for our employees within this division" commented
Rick Skauge, President and CEO of
the Corporation. "While it is always hard to part with such
dynamic and talented employees, management believes that
Computershare is the best entity to service our clients in an
industry that has consolidated in recent years and is moving toward
more technologically advanced platforms. We are truly
grateful for the dedication and service of our transfer agency and
corporate trust employees and we are excited for the opportunities
that a global company like Computershare may be able to offer
them."
Closing of the transaction is subject to certain
conditions, which are anticipated to be waived or satisfied by
mid-December, 2013.
The Corporation engaged Blair Franklin Capital
Partners Inc. as its financial advisor in connection with the
transaction. Blair Franklin
has provided the Board of Directors with an opinion that, as of the
date hereof, the consideration to be received pursuant to the
transaction is fair, from a financial point of view, to the
Corporation.
About Olympia Financial Group Inc.
Olympia Financial Group Inc. ("OFGI") conducts
most of its operations through its wholly owned subsidiary Olympia
Trust Company, a non-deposit taking trust company. Olympia
Trust Company is licensed to conduct trust activities in
Alberta, British Columbia, Saskatchewan, Manitoba, Quebec, Newfoundland and Labrador, Prince
Edward Island, New
Brunswick and Nova
Scotia. Olympia Trust Company administers
self-directed registered accounts, acts as a registrar and transfer
agent for public and private issuers and offers foreign currency
exchange services. OFGI also offers private health services
plans through its wholly-owned subsidiary Olympia Benefits Inc.
OFGI's common shares are listed on the Toronto
Stock Exchange under the symbol "OLY".
Statements Regarding Forward Looking
Information
Certain portions of this press release as well
as other public statements by the Corporation contain "forward
-looking information" within the meaning of applicable Canadian
securities legislation, which is also referred to as "forward
-looking statements", which may not be based on historical fact.
Wherever possible, words such as "will", "plans," "expects,"
"targets," "continue", "estimates," "scheduled," "anticipates,"
"believes," "intends," "may," and similar expressions or statements
that certain actions, events or results "may," "could," "would,"
"might" or "will" be taken, occur or be achieved, have been used to
identify forward-looking information. Forward-looking statements
contained in the Corporation's public disclosure include, without
limitation, the Corporation's earnings expectations, fee income,
expense levels, general economic, political and market factors in
North America and internationally,
interest and foreign exchange rates, global equity and capital
markets, business competition, technological change, changes in
government regulations, unexpected judicial or regulatory
proceedings, catastrophic events, and the Corporation's ability to
complete strategic transactions and other factors. In
addition, this news release contains forward looking statements
relating to: the anticipated after-tax net proceeds to the
Corporation from the sale of the Corporation's transfer agency and
corporate trust businesses; the anticipated waiver or satisfaction
of conditions to closing; and the anticipated closing date for the
transaction.
All material assumptions used in making
forward-looking statements are based on management's knowledge of
current business conditions and expectations of future business
conditions and trends, including their knowledge of the current
interest rate and liquidity conditions affecting the Corporation
and the Canadian economy. Certain material factors or assumptions
are applied by the Corporation in making forward-looking
statements, including without limitation, factors and assumptions
regarding interest and foreign exchange rates, availability of key
personnel, the effect of competition, government regulation of its
business, computer failure or security breaches, future capital
requirements, acceptance of its products in the marketplace, its
operating cost structure, the current tax regime and the ability of
the Corporation and Computershare to obtain necessary third party
and governmental approvals, as applicable, to secure the employment
of the requisite employees of the Corporation in connection with
Computershare's assumption of the Corporation's transfer agency and
corporate trust businesses, and retain existing customers and
generate new business.
Forward-looking statements reflect the
Corporation's current views with respect to future events and are
subject to a number of risks and uncertainties. Actual results may
differ materially from results contemplated by the forward-looking
statements. Readers should not place undue reliance on such
forward-looking statements, as they reflect the Corporation's
current views with respect to future events and are subject to
risks and uncertainties and are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the
Corporation, are inherently subject to significant business,
economic, regulatory, competitive, political and social
uncertainties and contingencies. Many factors could cause the
Corporation's actual results, performance or achievements to be
materially different from any future results, performance, or
achievements that may be expressed or implied by such
forward-looking statements, including among others a significant
downturn in capital markets or the economy as a whole, reduced
large-volume foreign exchange revenue, errors or omissions by the
Corporation in providing services to its customers or the inability
to maintain customer satisfaction with services provided,
significant changes in foreign currency exchange rates, extreme
price and volume fluctuations in the stock markets, significant
increases in the cost of complying with applicable regulatory
requirements, civil unrest, economic recession, war and acts of
terrorism which may adversely impact the North American and global
economic and financial markets, inability to raise funds through
public or private financing in the event that the Corporation
incurs operating losses or requires substantial capital investment
in order to respond to unexpected competitive pressures,
significant changes in interest rates, failure by the Corporation
to meet ongoing regulatory requirements, the failure of
counterparties to honour their financial or contractual obligations
to the Corporation, failure by the Corporation to generate or
obtain sufficient cash or cash equivalents in a timely manner and
at a reasonable price or to meet its commitments as they become
due, failure by the Corporation to attract and to retain the
necessary employees to meet its needs, failure of a requisite
number of the Corporation's employees to accept employment with
Computershare in connection with the assumption of the
Corporation's transfer agency and corporate trust businesses,
failure by the Corporation to adequately monitor the services
provided by third party service providers or to establish
alternative arrangements if required, a failure of the computer
systems of the Corporation or one or more of its service providers
or the risks detailed from time-to-time in the Corporation's
quarterly filings, annual information forms, annual reports and
annual filings with securities regulators. Forward-looking
information will only be updated as required pursuant to the
requirements of applicable securities laws.
SOURCE Olympia Financial Group Inc.