GrowthWorks Canadian Fund Ltd.

GrowthWorks Canadian Fund Ltd.

May 13, 2011 07:00 ET

GrowthWorks Offers Further Flexibility to VenGrowth Shareholders

TORONTO, ONTARIO--(Marketwire - May 13, 2011) - GrowthWorks Canadian Fund Ltd. ("GrowthWorks" or "GrowthWorks Canadian Fund") announced today it will offer shareholders of the VenGrowth Funds greater flexibility in providing their support for the proposed merger of the VenGrowth Funds into GrowthWorks Canadian Fund (as that proposal may be amended from time to time, the "GrowthWorks Proposal").

A key element of the GrowthWorks Proposal is the role of the independent Class A Shareholder Committee established to protect the interests of VenGrowth Fund Class A shareholders who sign Support Agreements in favour of GrowthWorks ("Supporting Shareholders"). The Support Agreements will be suspended if a transaction recommended by the VenGrowth Board is determined by the Class A Shareholder Committee to be financially "superior" to the GrowthWorks Proposal. Upon suspension, the power of attorney provided under the Support Agreements could not be used by GrowthWorks. The Class A Shareholder Committee is independent and has only one mandate - to protect the interests of Supporting Shareholders. This was designed to help ensure that Supporting Shareholders would gain the benefit of the best deal available.

To provide even further flexibility to Supporting Shareholders, GrowthWorks intends to offer an amendment to the Support Agreement whereby Supporting Shareholders may elect to revoke or limit the authority granted to GrowthWorks under their Support Agreements.

David Levi, President and CEO of GrowthWorks commented, "The process we're adopting allows Supporting Shareholders to retain the ability to directly vote their VenGrowth Fund Class A shares should they wish to do so, while still respecting the expectations and intentions of other Supporting Shareholders who wish to have GrowthWorks vote their shares. We have focussed from the start on having a process that gives VenGrowth shareholders a fair opportunity to make a decision on the basis of full and accurate information about our proposal and process."

To implement this added flexibility, GrowthWorks intends to send a letter to Supporting Shareholders offering to amend their Support Agreements such that the Supporting Shareholders may elect to either (a) terminate their Support Agreement entirely and revoke the powers granted to GrowthWorks, or (b) limit the authority granted to GrowthWorks under the Support Agreement to requisitioning a meeting of shareholders to consider the GrowthWorks Proposal. This second option allows Supporting Shareholders to retain responsibility for voting while not revoking the authority of GrowthWorks to requisition a meeting on their behalf so that they will have the opportunity to consider the GrowthWorks Proposal.

David Levi added, "A number of investment advisors have told us that they like our proposal but that they would prefer in some cases for their clients to retain the ability to vote on the proposal or an alternative proposal recommended by the VenGrowth Board. This added feature will provide added comfort to these advisors and their clients and we expect will increase the level of support for our proposal and process."

GrowthWorks announced on March 18, 2011 that it is soliciting support agreements directly from Class A shareholders of the following VenGrowth investment funds (the "VenGrowth Funds"): The VenGrowth Investment Fund Inc., The VenGrowth II Investment Fund Inc., The VenGrowth III Investment Fund Inc., The VenGrowth Advanced Life Sciences Fund Inc., and The VenGrowth Traditional Industries Fund Inc., for the GrowthWorks Proposal. Full details are contained in an information circular (the "Information Circular") filed by GrowthWorks with Canadian securities regulatory authorities on and posted at To date, GrowthWorks has received over 10,500 Support Agreements representing over 14,500 shareholder positions, over 8.6 million Class A shares and between approximately 7.6 to 10.8% of the outstanding Class A shares of the VenGrowth Funds. On average across the funds, GrowthWorks has received Support Agreements representing more shares than the 7.4 million shares that were represented at the meetings held to vote on the failed Covington merger proposal, including shares voted for and against.

GrowthWorks urges VenGrowth Fund Class A shareholders to act now to protect their own interests by signing and returning the Support Agreement mailed to them and also available at and 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 your support to GrowthWorks and get the better "two horse race" process and better deal by signing and returning the Support Agreement.

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 Fund shareholders. 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