- Retained Greenhill & Co.
Canada Ltd. as financial advisor to the new Special Committee
- New Special Committee evaluating and considering the management
offer and considering any viable alternatives
TORONTO, March 22,
2023 /CNW/ - The Special Committee of the Board of
Directors of Canaccord Genuity Group Inc. (TSX: CF) (the "Company"
or "Canaccord") today provided an update following the announcement
by the Company on March 13, 2023 of a
newly constituted committee and the announcement earlier this week
of the appointment of additional directors.
The Special Committee, comprised of Michael Auerbach (Chair), Amy Freedman, Terry
Lyons, and Rod
Phillips, is evaluating and considering the existing
take-over bid made by certain members of the Company's management
team (the "Management Group") to acquire all of the common shares
of the Company not already owned by the Management Group at a price
of $11.25 per share (the "Offer") and
considering any viable alternatives to the Offer. The Special
Committee members, with the support of the committee's independent
advisors, are working diligently to fulfil their mandate of
providing a recommendation to the Board in respect of the Offer by,
among other things, (i) reviewing full and detailed sets of minutes
of the prior Special Committee and its reports to the Board, (ii)
developing a full understanding of the prior Special Committee's
process and progress in respect of the Offer and any available
alternatives, (iii) reviewing reports, valuations and other
materials received from advisors to the prior Special Committee,
and (iv) meeting with former and new advisors to the Special
Committee. As a result of these reviews, the Special Committee is
gaining an understanding of the work of the prior Special
Committee, historical negotiations with the Management Group, the
challenges faced by the Special Committee, which resulted in their
resignation, and potential paths forward for the newly constituted
Special Committee in fulfilling its mandate.
"The newly constituted Special Committee has been hard at
work as we carry out our mandate in respect of the management
offer. I would like to personally thank each of the former
members of the Special Committee for their significant and valued
efforts over the last several months, as well as their advisors.
Their professionalism, hard work and dedication has allowed
for a seamless transition as we take a fresh and thorough look at
the management offer and consider any viable alternatives. We are
committed to a comprehensive and transparent process
throughout," said Michael
Auerbach, Chair of the Special Committee.
Following interviews with multiple domestic and global financial
advisors, the Special Committee has engaged Greenhill & Co.
Canada Ltd. as its financial advisor, who will succeed Barclays
Capital Canada Inc. ("Barclays Canada"), which is stepping down
effective March 24, 2023. As
previously disclosed, Norton Rose Fulbright Canada LLP has
succeeded Davies Ward Phillips and Vineberg LLP ("Davies") as
independent counsel to the Special Committee. Both Davies and
Barclays Canada have been working closely with the Special
Committee and its current advisors on effecting a smooth
transition.
RBC Capital Markets continues as an independent financial
advisor to the Special Committee, providing financial advice,
including in relation to its formal valuation rendered in
connection with the Offer as required under applicable securities
laws.
The Special Committee has been engaging with both the British
Columbia Securities Commission and the Ontario Securities
Commission on issues relating to the transition and the Company has
filed an exemptive relief application with the securities
regulators, seeking relief relating to the timing of the directors'
circular (the "Directors' Circular").
The Special Committee will provide its formal recommendation to
the Board and the Company will formally respond in detail regarding
the reasons for the Special Committee's recommendation in the
Directors' Circular. The Special Committee will provide updates on
further developments regarding its evaluation of the Offer as
appropriate or required.
ABOUT CANACCORD GENUITY GROUP
INC.
Through its principal subsidiaries, Canaccord Genuity Group Inc.
(the "Company") is a leading independent, full-service financial
services firm, with operations in two principal segments of the
securities industry: wealth management and capital markets. Since
its establishment in 1950, the Company has been driven by an
unwavering commitment to building lasting client relationships. We
achieve this by generating value for our individual, institutional
and corporate clients through comprehensive investment solutions,
brokerage services and investment banking services. The Company has
wealth management offices located in Canada, the UK, Guernsey, Jersey, the Isle of
Man and Australia. The Company's
international capital markets division operates in North America, UK & Europe, Asia,
Australia, and the Middle East.
Canaccord Genuity Group Inc. is publicly traded under the symbol
CF on the TSX.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
This press release may contain "forward-looking information" as
defined under applicable securities laws ("forward-looking
statements"). These statements relate to future events or future
performance and reflect management's expectations, beliefs, plans,
estimates, intentions and similar statements concerning anticipated
future events, results, circumstances, performance or expectations
that are not historical facts, including business and economic
conditions and Canaccord Genuity Group's growth, results of
operations, performance and business prospects and opportunities.
Such forward-looking statements reflect management's current
beliefs and are based on information currently available to
management. In some cases, forward-looking statements can be
identified by terminology such as "may", "will", "should",
"expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential", "continue", "target", "intend", "could" or the
negative of these terms or other comparable terminology. By their
very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and a number of factors
could cause actual events or results to differ materially from the
results discussed in the forward-looking statements.
In evaluating these statements, readers should specifically
consider various factors that may cause actual results to differ
materially from any forward-looking statement. These factors
include, but are not limited to, whether any alternative
transaction to the Offer may emerge, pursuant to an alternative
transaction process or otherwise, and the Company's ability to
consummate such alternatives; whether and on what conditions the
Company will obtain the exemptive relief sought relating to the
timing of the Directors' Circular; the possibility that the
Management Group may not be able to obtain or satisfy, in a timely
manner or otherwise, the minimum tender of common shares, or the
required regulatory approval and other conditions necessary to
complete the Offer; market and general economic conditions
(including slowing economic growth, inflation and rising interest
rates); the length of a regulatory review and approval of the
transaction; ability of the parties to meet closing conditions; the
dynamic nature of the financial services industry; and the risks
and uncertainties discussed from time to time in the Company's
interim condensed and annual consolidated financial statements, its
annual report and its annual information form ("AIF") filed on
www.sedar.com as well as the factors discussed in the sections
entitled "Risk Management" and "Risk Factors" in the AIF, which
include market, liquidity, credit, operational, legal and
regulatory risks.
Although the forward-looking statements contained in this press
release are based upon assumptions that the Company believes are
reasonable, there can be no assurance that actual results will be
consistent with these forward-looking statements. The
forward-looking statements contained in this press release are made
as of the date of this press release and should not be relied upon
as representing the Company's views as of any date subsequent to
the date of this press release. Except as may be required by
applicable law, the Company does not undertake, and specifically
disclaims, any obligation to update or revise any forward-looking
statements, whether as a result of new information, further
developments or otherwise.
SOURCE Canaccord Genuity Group Inc.