FAX Capital Corp. Announces Receipt of Final Court Approval for Going Private Transaction
TORONTO, June 29, 2022 (GLOBE NEWSWIRE) — FAX Capital Corp. (TSX: FXC) (the “Company”) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced plan of arrangement (the “Arrangement”) involving, among other things, the acquisition, indirectly through an acquisition company, by Fax Investments Inc. (“Fax Investments”) of all of the issued and outstanding subordinate voting shares of the Company (“Subordinate Voting Shares”) not already owned by Fax Investments or Blair Driscoll at a price of $5.18 per Subordinate Voting Share.
The Arrangement was approved by shareholders at the annual general and special meeting of the Company’s shareholders held on June 24, 2022. The Arrangement is expected to be completed on or about July 4, 2022, subject to the satisfaction or waiver of customary closing conditions. Further information regarding the Arrangement is provided in the Company’s management information circular dated May 25, 2022, which is available on the Company’s profile on SEDAR at www.sedar.com.
Upon closing of the Arrangement, holders of Subordinate Voting Shares will be entitled to receive $5.18 in cash for each Subordinate Voting Share held. Registered holders of Subordinate Voting Shares can submit their share certificates or Direct Registration System statements (“DRS Advices”) along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. A copy of the letter of transmittal has been filed under the Company’s issuer profile at www.sedar.com. Registered holders of Subordinate Voting Shares who properly complete, duly execute and deliver the letter of transmittal, along with their share certificates or DRS Advices, will receive the cash consideration of $5.18 per share pursuant to the Arrangement.
Following the closing of the Arrangement, the Subordinate Voting Shares are expected to be voluntarily de-listed from the Toronto Stock Exchange and the Company expects that it will cease to be a reporting issuer under applicable Canadian securities laws.
About FAX Capital Corp.
The Company is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. The Company intends to invest in equity, debt and/or hybrid securities of high-quality businesses. The Company initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States. For further information, please visit the Company’s website at www.faxcapitalcorp.com.
For additional information please contact:
Email: [email protected]
Telephone: (416) 303-0799
Email: [email protected]
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information. Such forward-looking information or statements (“FLS”) are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. FLS contained or referred to in this press release include, but are not limited to, statements regarding the completion of the Arrangement, the timing of such completion and the timing of the voluntary de-listing of the Subordinate Voting Shares from the Toronto Stock Exchange. Although the Company believes that the expectations reflected in such FLS are reasonable, undue reliance should not be placed on FLS because the Company can give no assurance that such expectations will prove to be correct.
FLS are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect, including assumptions as to the ability of the parties to satisfy, in a timely manner, the conditions to the completion of the Arrangement and other expectations and assumptions concerning the Arrangement. The anticipated date indicated may change for a number of reasons. Accordingly, investors and others are cautioned that undue reliance should not be placed on any FLS.
Risks and uncertainties inherent in the nature of the Arrangement and the process for de-listing the Subordinate Voting Shares and ceasing to be a reporting issuer that could cause actual results to differ materially from those described in such FLS include, but are not limited to, the failure of the parties to satisfy the conditions to the completion of the Arrangement; failure of the parties to satisfy such conditions in a timely manner; the possibility of adverse reactions or changes in business relationships resulting from the completion of the Arrangement; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement; significant Arrangement costs or unknown liabilities; the failure to realize the expected benefits of the Arrangement; and general economic conditions; as well as the identified risk factors included in the Company’s public disclosure, including the annual information form dated March 29, 2022, which is available on SEDAR at www.sedar.com and on the Company’s website at www.faxcapitalcorp.com. Failure of the parties to satisfy the conditions to the completion of the Arrangement or to complete the Arrangement may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business, operating results and activities in general. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice. Consequently, the reader is cautioned not to place undue reliance on the FLS contained in this press release.
Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company’s continuous disclosure filings that are available at www.sedar.com.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this release.