Dealnet Capital Corp. (“
Dealnet” or the
“
Company”) (TSX VENTURE: DLS) and Simply Group
Acquisition Corp. (the “
Offeror”), part of the
Simply Group of Companies, announce that each of the conditions to
the take-over bid made by the Offeror for the common shares of
Dealnet (“
Common Shares”) for $0.16 in cash per
Common Share (the “
Offer”) was satisfied by the
initial expiry time of the Offer. At the initial expiry time,
210,116,438 Common Shares (representing approximately 74.28% of the
issued and outstanding Common Shares) (the “
Deposited
Shares”) were deposited to the Offer and have now been
taken up by the Offeror. The aggregate consideration payable for
the Deposited Shares is $33,618,630.08. Immediately prior to taking
up the Deposited Shares, the Offeror owned or controlled 155,000
Common Shares (representing approximately 0.05% of the issued and
outstanding Common Shares). Immediately after taking up the
Deposited Shares, the Offeror owns or controls 210,116,438 Common
Shares (representing approximately 74.28% of the issued and
outstanding Common Shares).
The Offeror is also announcing the extension of
the Offer until October 26, 2020 at 8:00 p.m. (Toronto time)
(“Extended Expiry Time”) in
accordance with applicable securities laws, and in order to allow
remaining shareholders who have not yet tendered the opportunity to
realize the significant 93% premium (to the 90-day volume weighted
average price (“VWAP”) of the Common Shares on the
TSX Venture Exchange (the “TSX-V”) for the period
ending August 21, 2020).
“We would like to thank all of the Dealnet
shareholders who have already taken advantage of this opportunity
to realize immediate value and tendered their shares. We are
pleased to have taken up over 74% of Dealnet’s shares,” said
Lawrence Krimker, CEO of The Simply Group.
The Offer is being extended for the statutory
mandatory extension period of 10 days to October 26, 2020 at 8:00
p.m. (Toronto time) so that shareholders who have not yet tendered
their Common Shares will have the opportunity to tender to the
Offer.
The remaining shareholders who have yet to
tender their Common Shares can still receive the 93% premium (to
the 90-day VWAP of the Common Shares on the TSX-V for the period
ending August 21, 2020) so long as they act now to ensure their
Common Shares are deposited in advance of the Extended Expiry Time.
Some financial intermediaries may impose earlier deadlines and
shareholders are encouraged to submit instructions well in advance
of the deadline.
The purpose of the Offer is to enable the
Offeror to acquire, on the terms and subject to the conditions of
the Offer, all of the issued and outstanding Common Shares. The
Offeror intends to acquire any Common Shares not deposited under
the Offer through a subsequent acquisition transaction. The exact
timing and details of any such transaction will depend upon a
number of factors. Although the Offeror intends to propose a
subsequent acquisition transaction generally on terms similar to
the Offer, it is possible that such a transaction may not be
proposed, may be delayed or abandoned or may be proposed on
different terms. Accordingly, the Offeror reserves the right not to
propose a subsequent acquisition transaction, or to propose a
subsequent acquisition transaction on terms other than those of the
Offer.
Advisors
Dealnet has engaged Goodmans LLP as its legal advisor, Origin
Merchant Partners as its financial advisor and Longview
Communications & Public Affairs as its strategic communications
advisor in connection with the Offer.
The Offeror has engaged Stikeman Elliott LLP as its legal
advisor and Raymond James Ltd. as its financial advisor in
connection with the Offer. Kingsdale Advisors is acting as
information agent and depository.
Information on Depositing Your Common
Shares
The Offeror has retained Kingsdale Advisors to
act as depositary and information agent (the “Depositary
and Information Agent”) for the Offer. Shareholders can
obtain copies of the take-over bid circular and related Offer
materials at no charge from the Depositary and Information
Agent.
For additional information, Shareholders can
contact the Depositary and Information Agent toll free in North
America at 1-866-851-3214 or call collect outside North America at
416-867-2272 or by email at contactus@kingsdaleadvisors.com.
About Dealnet Capital Corp.
Dealnet is the parent company of subsidiaries
operating in two market segments, consumer finance and call centre.
The Company operates in the consumer finance segment in Canada
through EcoHome Financial Inc. (“EcoHome”) and its call centre
segment under the One Contact banner (“One Contact”). Dealnet’s
head office is located at 130 King Street West, Suite 501, Toronto,
ON M5X 1C7.
EcoHome is a specialty finance company serving
the $20 billion Canadian home improvement finance market. EcoHome
develops and supports consumer sales financing programs for
approved dealers and distributors under agreements with original
equipment manufacturers that supply a wide range of home
improvement products to the retail market. Through a dealer
network, EcoHome underwrites, originates, funds and services the
prime quality loans and leases that homeowners need to finance the
acquisition and installation of capital assets that improve the
quality, comfort and safety of their homes.
One Contact offers customer support services to
both EcoHome and third-party institutions across Canada and the
U.S.
For additional information please visit
www.sedar.com.
About Simply Group
With more than $1.25 billion in assets under
management, Simply Group (mysimplygroup.com) provides industry
leading, high-efficiency, home comfort equipment and financing
solutions to customers, to modernize their residential, commercial
and industrial properties. Simply Group knows that its people are
its greatest asset and is proud to be Great Place to Work-Certified
since 2016. In 2020, Simply Group was named Best Business of the
Year by the Canadian SME National Business Awards.
The Offeror is located at 2225 Sheppard Avenue
East, Suite 800, North York, ON M2J 5C2.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-looking Statements
This news release contains certain
“forward-looking information” within the meaning of applicable
securities law. Forward looking information is frequently
characterized by words such as “plan”, “expect”, “project”,
“intend”, “believe”, “anticipate”, “estimate”, “may”, “will”,
“would”, “potential”, “proposed” and other similar words, or
statements that certain events or conditions “may” or “will” occur.
These statements are only predictions. Forward-looking information
is based on the opinions and estimates of management at the date
the information is provided, and is subject to a variety of risks,
including the effects of Covid-19, and uncertainties and other
factors that could cause actual events or results to differ
materially from those projected in the forward-looking information.
For a description of the risks and uncertainties facing the Company
and its business and affairs, readers should refer to the Company’s
most recent management’s discussion and analysis. The Company
undertakes no obligation to update forward-looking information if
circumstances or management’s estimates or opinions should change,
unless required by law. The reader is cautioned not to place undue
reliance on forward-looking information.
Contact Information
Dealnet Capital Corp.
Brent Houlden Chief Executive Officer (905) 695-8557 ext.1145
bhoulden@dealnetcapital.com
Simply Group Acquisition Corp.
Kingsdale AdvisorsToll free: 1-866-851-3214 Local:
416-867-2272 contactus@kingsdaleadvisors.com.
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