- Continuing the legacy of NexGen founder
James Hunter.
- Seeks to pursue Canada’s CA$1 trillion
retail mutual fund market.
- Builds on NexGen’s current offerings by
adding Natixis’ investment managers.
- All-cash transaction of CA$7.25 per
share represents a premium of 107% to last close.
Natixis Global Asset Management (Natixis) and NexGen Financial
Corporation (NexGen) (NFX:TSX.V) announced today that NexGen and a
wholly-owned subsidiary of Natixis have entered into an agreement
in which Natixis will acquire all of the outstanding common shares
of NexGen for consideration consisting of CA$7.25 cash per common
share, for an enterprise value of approximately CA$35 million.
The CA$7.25 price per share represents a 107% premium to
NexGen's closing share price of CA$3.50 on October 23, 2014, the
last trading day before announcement of the transaction.
NexGen is a Toronto-based asset manager with more than CA$919
million (as of Sept. 30, 2014) in assets under management and a
broad distribution platform.
Rationale for the Transaction
“NexGen is an innovative firm with a strong management team and
a solid lineup of retail mutual funds offered through an expansive
distribution platform,” said John Hailer, chief executive officer
of Natixis in the Americas and Asia. “We are honored to build on
the legacy James Hunter established in one of the largest retail
markets in the world. Together with NexGen, we will be better
positioned to serve the market with our worldwide network of
affiliated investment managers.”
Natixis manages more than $930 billion (as of June 30, 2014) in
assets through its global affiliates and was selected as the top
U.S. mutual fund family based on an evaluation of 2013 performance,
according to the annual Barron’s/Lipper ranking of U.S. mutual fund
families. The firm is headquartered in Paris and Boston with
offices around the world. Natixis plans to build upon NexGen’s
existing mutual fund platform by selectively offering its broad
range of asset management strategies into the Canadian retail
market.
"We are very pleased to join one of the world’s leading asset
managers," said Abe Goenka, NexGen co-CEO. "It’s exciting to become
part of an organization with significant resources and an
outstanding group of affiliated asset managers. This gives us
greater access to a broad set of investment strategies that will
allow us to create new products adding to our already diverse fund
offerings, allowing us to better serve current clients and pursue
new opportunities."
Expanding into Canada is part of Natixis’ strategic plan to
actively pursue international growth. In June, the firm announced
plans to launch a new business development initiative in Canada
focused on tapping into the steadily growing Canadian institutional
market. In 2013, the firm established its retail platform in the
UK, adding personnel and launching several mutual funds registered
for the UK.
NexGen is recognized for offering tax-efficient wealth
management strategies. Their patent pending proprietary mutual fund
structure is designed to achieve a number of tax planning
objectives that are not publicly offered by any other Canadian
mutual fund company. The firm distributes through more than 1,600
financial advisors and more than 100 dealers throughout Canada.
Transaction Details
The transaction will be completed by way of a statutory plan of
arrangement pursuant to the Business Corporations Act (Ontario).
Upon receipt of the unanimous recommendation of the special
committee of independent directors, the NexGen board approved the
transaction and has resolved to recommend that NexGen shareholders
vote in favor of the transaction at a special meeting of the
shareholders to approve the transaction. Blair Franklin Capital
Partners Inc. has provided an opinion to the NexGen board of
directors and special committee that, as of October 24, 2014, the
consideration under the proposed transaction is fair, from a
financial point of view, to NexGen's shareholders.
Completion of the transaction is subject to customary closing
conditions, including Ontario court approvals, a favorable vote of
at least two-thirds of the votes cast by NexGen shareholders and
applicable regulatory approvals.
In connection with the execution of the arrangement agreement,
shareholders who collectively own over 50% of NexGen's issued and
outstanding common shares have entered into agreements with Natixis
pursuant to which they have agreed, among other things, that they
will vote all of their NexGen common shares in favour of the
transaction, unless the arrangement agreement is terminated in
certain circumstances.
The arrangement agreement includes customary non-solicitation
provisions applicable to NexGen and provides for the payment of a
CA$1.75 million break-up fee to Natixis if the transaction is
terminated in certain circumstances.
NexGen will seek approval for the transaction from its
shareholders at a special meeting, which it expects will be held
close to yearend. In connection with the meeting, NexGen will mail
an information circular to its shareholders providing further
details of the transaction.
The proposed transaction will constitute a change of control of
NexGen Financial Limited Partnership, the manager of the NexGen
mutual funds, and investors in the NexGen funds will be sent notice
of the change of control.
In keeping with the Natixis multi-affiliate business model,
NexGen will operate autonomously with the existing senior
management team. There are no immediate plans to make staffing
changes or changes to the NexGen business model.
Assuming timely receipt of all necessary court, shareholder and
regulatory approvals and the satisfaction of all other conditions,
closing is expected to occur in January 2015.
Advisors
Blair Franklin Capital Partners Inc. is acting as financial
advisor to NexGen and Goodmans LLP is acting as legal counsel to
NexGen.
Borden Ladner Gervais LLP is acting as legal counsel to
Natixis.
About Natixis Global Asset Management, S.A.
Natixis Global Asset Management, S.A. is a multi-affiliate
organization that offers a single point of access to more than 20
specialized investment firms in the U.S., Europe and Asia. The firm
ranks among the world’s largest asset managers.1 Through its
Durable Portfolio Construction® philosophy, the company is
dedicated to providing innovative ideas on asset allocation and
risk management that can help institutions, advisors and
individuals address a range of modern market challenges. Recognized
as the #1 U.S. mutual fund family for 2013 performance in the
annual Barron’s/Lipper Fund Family Ranking,2 Natixis Global Asset
Management, S.A. brings together the expertise of multiple
specialized investment managers based in Europe, the United States
and Asia to offer a wide spectrum of equity, fixed-income and
alternative investment strategies.
Headquartered in Paris and Boston, Natixis Global Asset
Management, S.A.’s assets under management totaled $930.5 billion
(€679.5 billion) as of June 30, 2014.3 Natixis Global Asset
Management, S.A. is part of Natixis. Listed on the Paris Stock
Exchange, Natixis is a subsidiary of BPCE, the second-largest
banking group in France. Natixis Global Asset Management, S.A.’s
affiliated investment management firms and distribution and service
groups include Absolute Asia Asset Management; AEW Capital
Management; AEW Europe; AlphaSimplex Group; Aurora Investment
Management; Capital Growth Management; Darius Capital Partners;
Gateway Investment Advisers; H2O Asset Management; Harris
Associates; IDFC Asset Management Company; Loomis, Sayles &
Company; McDonnell Investment Management; Mirova Asset Management;
Natixis Asset Management; Ossiam; Natixis Environnement &
Infrastructure Luxembourg; Reich & Tang Asset Management;
Snyder Capital Management; Vaughan Nelson Investment Management;
Vega Investment Managers; and Natixis Global Asset Management
Private Equity, which includes Seventure Partners, Naxicap
Partners, Alliance Entreprendre, Euro Private Equity, Caspian
Private Equity and Eagle Asia Partners.
About NexGen Financial
NexGen Financial Corporation was founded to develop value-added
investment solutions for financial advisors and their clients. The
firm is focused on the creation of innovative investment products
and services that meet the needs of Canadians seeking more
tax-efficient investment opportunities and greater control over the
tax treatment of their investments. Managed by strong investment
professionals, NexGen’s unique Registered and Tax-Managed Fund
offerings are well positioned as attractive investment
opportunities for Canadians looking to manage the tax costs
associated with traditional investment solutions.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of securities legislation and that are based on the
expectations, estimates and projections of management of the
parties as of the date of this news release unless otherwise
stated. Forward-looking statements are generally identifiable by
use of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" or the negative of these words or
other variations on these words or comparable terminology. More
particularly, and without limitation, this news release contains
forward-looking statements and information concerning expectations
regarding the consideration to be issued pursuant to the
transaction, the ability of NexGen and Natixis to consummate the
transaction on the terms and in the manner contemplated thereby,
the anticipated benefits of the transaction, and the anticipated
timing of the transaction. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such
factors include, among others, the time required to prepare and
mail meeting materials to NexGen shareholders, the ability of the
parties to receive, in a timely manner and on satisfactory terms,
the necessary court, shareholder, stock exchange and regulatory
approvals and the ability of the parties to satisfy, in a timely
manner, the conditions to the closing of the transaction, as well
as other uncertainties and risk factors set out in filings made
from time to time by NexGen with the Canadian securities
regulators, which are available on SEDAR at www.sedar.com. Actual
results, developments and timetables could vary significantly from
the estimates presented. Readers are cautioned not to put undue
reliance on forward-looking statements.
1 Cerulli Quantitative Update: Global Markets 2014, ranked
Natixis Global Asset Management, S.A. as the 16th largest asset
manager in the world based on assets under management as of
December 31, 2013.
2 Barron's/Lipper 2013 one-year fund family ranking based on 64
qualifying U.S. fund companies. Each fund family must have at least
three funds in Lipper's general U.S.-stock category, one world
(global and international), one mixed-asset/balanced (stocks and
bonds), two taxable bond and one tax-exempt bond fund. Natixis was
not ranked for the 5- and 10- year periods. Past performance is no
guarantee of future results.
3 Assets under management (AUM) may include assets for which
non-regulatory AUM services are provided. Non-regulatory AUM
includes assets which do not fall within the SEC’s definition of
‘regulatory AUM’ in Form ADV, Part 1.
Regulatory Disclaimer
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Press Contacts:Natixis
Global Asset ManagementDavid Snowden, Tel: (617)
866-0950david.snowden@ngam.natixis.comorNexGen Financial
CorporationAbe Goenka, CPA, CA, CFA, Tel: (416)
775-3723Co-Chief Executive Officeragoenka@NexGenfinancial.caorJeff
Young, CFA, MBA, Tel: (416) 775-3707Co-Chief Executive
Officerjyoung@NexGenfinancial.ca
(TSXV:NFX)
過去 株価チャート
から 9 2024 まで 10 2024
(TSXV:NFX)
過去 株価チャート
から 10 2023 まで 10 2024