Mount Logan Capital Inc. (OTCPK:PYCF.F) entered into a definitive arrangement agreement to acquire Canaccord Genuity G Ventures Corp. (NEOE:CGGV.UN) from shareholders for CAD 14.8 million.
The Business Combination is subject to, among other things: (i) approval by Cboe Canada, the new business name of the NEO Exchange (the ?Exchange?), as qualifying as G-Corp?s ?qualifying transaction? within the meaning of Part X of the Exchange Listing Manual, (ii) clearance from the applicable Canadian securities regulators, including the Ontario Securities Commission, for the non-offering prospectus to be filed by G-Corp with the Canadian securities regulatory authorities in each of the provinces and territories of Canada, other than Québec, and (iii) the receipt of a final order from the Ontario Superior Court of Justice (Commercial List) (the ?Court?) approving the Plan of Arrangement. In addition, a resolution approving the Plan of Arrangement must be approved by at least 66 2/3% of the votes cast by shareholders and warrant holders of G-Corp, the Business Combination must be approved by the affirmative vote of the majority of the votes cast by the holders of the Class A Restricted Voting Shares of G-Corp (excluding votes cast in respect of Class A Restricted Voting Shares beneficially owned or over which control or direction is exercised by the Founders) and if required by Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions (?MI 61-101?), minority approval in accordance with MI 61-101. The issuance of Common Shares to the securityholders of G-Corp must also be approved by at least a majority of the votes cast by shareholders of Mount Logan in accordance with the rules of the Exchange. Mount Logan has entered into support and voting agreements with certain directors and officers and the sponsor of GCorp, and G-Corp has entered into support and voting agreements with the directors and officers of Mount Logan to vote their securities in favour of the applicable resolutions to approve the Plan of Arrangement and the issuance of Common Shares by Mount Logan, respectively.
Wildeboer Dellelce LLP has acted as legal counsel to Mount Logan and Blake, Cassels & Graydon LLP has acted as legal counsel to G-Corp in connection with the Business Combination.