GrowthWorks Canadian Fund Ltd.

GrowthWorks Canadian Fund Ltd.

May 05, 2011 20:23 ET

GrowthWorks Looks Forward to Speaking to Its "Better Deal" Process for VenGrowth Shareholders at Hearing

TORONTO, ONTARIO--(Marketwire - May 5, 2011) - In response to an application made by the special committee of directors of the VenGrowth Funds, the office of the Secretary of the Ontario Securities Commission gave notice yesterday that it had set the matter down for a hearing on June 1, 2011. The VenGrowth application effectively seeks to stop the efforts by GrowthWorks Canadian Fund Ltd. ("GrowthWorks") to bring an alternative merger choice to Class A shareholders of the VenGrowth Funds ("VenGrowth Shareholders").

"We welcome the opportunity to speak to the merits of the added choice and "better deal" process that GrowthWorks has brought forward", states David Levi, CEO of GrowthWorks. "Our process empowers VenGrowth Shareholders to choose how they want matters to be handled. It's designed to maximize shareholder value. That is really important and we look forward to presenting the facts about our process at the hearing and resolving any issues the OSC may see as quickly as possible."

As GrowthWorks announced on April 20, 2011, it has garnered a very high level of support from VenGrowth Shareholders, receiving over 10,500 Support Agreements.

"We believe now that the VenGrowth Board has lost the battle for the hearts and minds of shareholders and their advisors, they are looking to use the OSC to strike that down. This is disappointing, but perhaps not unexpected given the VenGrowth Board's past conduct."

GrowthWorks' Process for Getting VenGrowth Shareholders the Better Deal

In March 2011, GrowthWorks mailed an information circular to VenGrowth Shareholders soliciting their support for a proposed merger of the VenGrowth Funds into GrowthWorks Canadian Fund Ltd. (as that proposal may be amended from time to time, the "GrowthWorks Proposal") and an alternate process for VenGrowth Shareholders to choose.

The GrowthWorks Proposal effectively creates a "two horse race" process whereby the GrowthWorks Proposal will be compared with any VenGrowth Board recommended proposal. If the independent "Class A Shareholder Committee" for VenGrowth Shareholders set up by GrowthWorks determines that a VenGrowth Board recommended proposal is superior to the GrowthWorks Proposal, subject to GrowthWorks improving its proposal, the Class A Shareholder Committee would suspend the Support Agreements and supporting shareholders will be free to back the superior bid. Through this process, VenGrowth Shareholders will get the benefit of whichever is the "Superior Proposal". GrowthWorks' and its manager's involvement as a "second horse" vying with the VenGrowth Board has already generated significant benefits for VenGrowth Shareholders, as detailed in earlier releases. Mr. Levi said "We believe the "two horse race" process we have presented is clearly much better for VenGrowth Shareholders."

Last year, the VenGrowth Board failed to properly look out for the interests of VenGrowth Shareholders in recommending the Covington Proposal. Through GrowthWorks Ltd.'s involvement, deeply troubling aspects of the Covington Proposal and the VenGrowth Board's conduct came to light, including undisclosed ongoing multi-million dollar "consulting" fees for 4 of the 10 VenGrowth Fund directors, deficient disclosure surrounding the over $28 million of contract termination and other fees payable to the VenGrowth managers, and the conflict-tainted review process that led to the VenGrowth Board recommending the Covington Proposal. The Covington Proposal was ultimately terminated. GrowthWorks' involvement has shifted the focus to the interests of VenGrowth Shareholders and delivering better value for them.

Let the VenGrowth Shareholders Decide

Mr. Levi went on to say: "By filing this application, the VenGrowth Board special committee is seeking to deny the will of a significant number of VenGrowth Shareholders, who are clearly dissatisfied with the VenGrowth Board, and have made a choice to support GrowthWorks' process. The shareholders own these funds and should have the right to make choices about how they can protect their interests – especially after what happened with the Covington Proposal. From the outset, our biggest concern has been whose interests are the VenGrowth Board really serving? Those of the Fund managers and the Fund sponsor? Or those of the VenGrowth Shareholders?"

With over 10,500 Support Agreements received from VenGrowth shareholders, representing between approximately 7.5% to 10.5% of the outstanding shares of each Fund, GrowthWorks is in a position to requisition meetings of the VenGrowth Shareholders. GrowthWorks currently intends to requisition shareholder meetings after the OSC proceedings initiated by the VenGrowth Special Committee are completed. GrowthWorks remains committed to acting on the strong support received from shareholders and their Investment Advisors who want to see the situation resolved.

VenGrowth shareholders have a choice to make. Do nothing and leave matters with the VenGrowth Board to carry forward again – knowing what happened last time. Or give their support to GrowthWorks and get the better "two horse race" process and better deal by signing and returning the Support Agreement mailed to them. The GrowthWorks Information Circular and Support Agreement is available at www.sedar.com and www.growthworks.ca.

The information in this press release is fully qualified by, and is subject to, the more detailed information contained in the Information Circular and Support Agreement sent to VenGrowth Shareholders. This press release contains forward looking statements. See "Forward Looking Statements" in the Information Circular. There can be no assurance that the merger contemplated by the GrowthWorks Proposal will be completed on the basis proposed or at all. Commissions, trailing commissions, management fees and expenses all may be associated with investment fund purchases. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.

Contact Information

  • GrowthWorks Canadian Fund Ltd.
    David Levi
    President & Chief Executive Officer
    (416) 934-7700
    www.growthworks.ca