TORONTO–(BUSINESS WIRE)–Home Capital Group Inc. (“Home Capital”) (TSX: HCG) today announced that it has mailed the management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of Home Capital shareholders to approve the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which a wholly-owned subsidiary (the “Purchaser”) of Smith Financial Corporation (“SFC”), a company controlled by Stephen Smith, has agreed to acquire the issued and outstanding common shares of Home Capital that SFC does not already own for $44.00 in cash per share, subject to increase in certain circumstances (the “Consideration”), all as more particularly described in the Circular.
The Meeting is scheduled to be held in a virtual only format conducted via a live webcast platform at https://meetnow.global/MYF7PDZ at 10:00 a.m. (Toronto time) on February 8, 2023. Home Capital shareholders of record as of the close of business on January 6, 2023 are entitled to receive notice of and vote at the Meeting.
The board of directors of Home Capital (the “Board”), after careful consideration, and after receiving fairness opinions from each of BMO Capital Markets, TD Securities and Deloitte LLP and advice from its financial advisors and outside legal counsel and giving consideration to all relevant factors, has unanimously determined that the Arrangement is in the best interests of Home Capital and that the Consideration to be received by Home Capital shareholders (other than the Purchaser and its affiliates) is fair to such holders. Accordingly, the Board unanimously recommends that Home Capital shareholders vote in favour of the Arrangement at the Meeting.
On January 6, 2023, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular.
The anticipated hearing date for the application for the final order of the Court (the “Final Order”) is February 9, 2023. Subject to obtaining the required approval of Home Capital shareholders at the Meeting, the Final Order and the satisfaction or waiver of the conditions to implementing the Arrangement as set out in the arrangement agreement entered into among Home Capital, SFC and the Purchaser on November 20, 2022, the Arrangement is anticipated to be completed mid-2023.
The Circular provides important information on the Arrangement and related matters, including voting procedures, how to attend the virtual Meeting and instructions for Home Capital shareholders unable to attend the virtual Meeting. Home Capital shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is available on SEDAR at www.sedar.com.
Home Capital shareholders who require assistance with the procedure for voting may contact Computershare Investor Services Inc. toll free at 1‑800‑564‑6253 (North America) or 1-514-982-7555 (outside North America), or by email at firstname.lastname@example.org.
Caution Regarding Forward Looking Statements
This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to: whether, and when, the Arrangement will be consummated and the anticipated receipt of required regulatory approvals, including the timing thereof, and court and shareholder approval. Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. These risks, uncertainties and assumptions include, but are not limited to: the risk that the Arrangement will not be approved by Home Capital shareholders; failure to, in a timely manner, or at all, obtain the necessary court and required regulatory approvals for the Arrangement and other customary risks associated with transactions of this nature. Therefore, forward-looking information should be considered carefully and undue reliance should not be placed on such information. Please note that forward-looking information in this news release reflects management’s expectations as of the date hereof, and therefore is subject to change. Home Capital disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Home Capital’s 2022 Third Quarter Report, available on Home Capital’s website at www.homecapital.com, and on SEDAR at www.sedar.com, for Home Capital’s Caution Regarding Forward-looking Statements.
About Home Capital
Home Capital is a public company, traded on the Toronto Stock Exchange (HCG), operating through its principal subsidiary, Home Trust Company. Home Trust Company is a federally regulated trust company offering residential and non-residential mortgage lending, securitization of residential mortgage products, consumer lending and credit card services. In addition, Home Trust Company and its wholly owned subsidiary, Home Bank, offer deposits via brokers and financial planners, and through a direct-to-consumer brand, Oaken Financial. Licensed to conduct business across Canada, we have offices in Ontario, Alberta, British Columbia, Nova Scotia, and Quebec.
Home Capital Group Inc.
VP, Investor Relations and ESG