Desjardins General Insurance Group Inc, key members of management, certain other employees and shareholders of ICPEI Holdings Inc. and certain other investors entered into an arrangement agreement to acquire remaining stake in ICPEI Holdings Inc. (TSXV:ICPH) from a group of shareholders for CAD 41 million on December 9, 2022. The transaction will be implemented by way of a court-approved plan of arrangement. The Consortium will indirectly acquire all of the issued and outstanding common shares of the ICPEI for cash consideration of CAD 4 per share. The total amount of funds required to complete the Arrangement will be provided through the Equity Financing. The Rollover shareholders currently beneficially own, or exercise control or direction over, approximately 33.1% of ICPEI Holdings. Following closing of the transaction, the ICPEI shares are expected to be delisted from the TSX Venture Exchange. The ICPEI Board may terminate the arrangement agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee of CAD 2.4 million and subject to a right of the Consortium to match such superior proposal. The arrangement agreement also provides for payment by the Consortium of a reverse termination fee of CAD 2.4 million if the arrangement agreement is terminated in certain specified circumstances, including if the Consortium does not satisfy its obligation to provide sufficient funds to complete the transaction. The transaction is subject to court approval, the PEI Clearance has been obtained and has not been revoked, articles of arrangement, dissent rights and other customary closing conditions. The Board (excluding conflicted directors), following receipt of the unanimous recommendation of the Special Committee, unanimously approved the Arrangement Agreement. The ICPEI expects to hold the Special Meeting to consider and vote on the transaction in February 2023. On January 11, 2023, the Ontario Superior Court of Justice granted an interim order providing for, among other things, the calling and holding of the Meeting. As of February 13, 2023, the shareholders of ICPH has approved the deal. ICPH intends to seek a final order from the Court on February 22, 2023. As of February 24, 2023, the Ontario Superior Court of Justice (Commercial List) has approved the transaction. The transaction is expected to close in the first quarter of 2023. The deal is expected to close on or about February 28, 2023.

Origin Merchant Partners is acting as the exclusive financial advisor and fairness opinion provider to the Special Committee in connection with the transaction. John Wilkin and Cat Youdan of Blake, Cassels & Graydon LLP is acting as legal counsel to the Special Committee. Patrick Boucher and Hadrien Montagne of McCarthy Tétrault LLP is acting as legal counsel to the Consortium and Desjardins Capital Markets is acting as financial advisor to the Consortium. Computershare Investor Services Inc acted as transfer agent to ICPEI Holdings.

Desjardins General Insurance Group Inc, key members of management, certain other employees and shareholders of ICPEI Holdings Inc. and certain other investors completed the acquisition remaining stake in ICPEI Holdings Inc. (TSXV:ICPH) from a group of shareholders on February 28, 2023. The ICPEI Holdings shares are expected to be de-listed from the TSX Venture Exchange at the close of trading on or after March 2, 2023.