TORONTO, ONTARIO--(Marketwired - Oct. 5, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
INFOR Acquisition Corp. (TSX:IAC.A) (TSX:IAC.WT) ("IAC" or the "Company") announced today that the Board of Directors of Element Financial Corporation (the "Element Board") has determined, for purposes of the separation of ECN Capital Corp. ("ECN Capital") from Element Financial Corporation (the "Separation Transaction"), that the aggregate fair market value of ECN Capital is $1.707 billion, or $4.41 per common share of ECN Capital ("ECN Capital Common Share") based on the ECN Capital Common Shares issued and outstanding as at October 3, 2016. An independent valuation was obtained to assist the Element Board in determining the fair market value of ECN Capital in connection with the completion of the Separation Transaction. The fair market value approximates the estimated equity net book value as of September 30, 2016 and as a result, the closing conditions in the arrangement agreement which require the fair market value of ECN Capital, as determined by the Element Board, to be within 5% of ECN Capital's estimated equity net book value as of the completion of the Separation Transaction have been satisfied.
As previously announced, ECN Capital agreed to acquire all of the outstanding shares of the Company (other than shares of the Company held by ECN Capital or any of its affiliates) in exchange for ECN Capital Common Shares by way of a plan of arrangement (the "IAC Arrangement") based on the exchange ratios set out below.
Under the IAC Arrangement, as more particularly described in the Company's management information circular dated September 21, 2016:
- IAC's Class A Restricted Voting Shares and IAC's Class B Shares that were acquired in connection with IAC's initial public offering (the "Funding Class B Shares") will be exchanged for ECN Capital Common Shares based on an exchange ratio in which the Class A Restricted Voting Shares and the Funding Class B Shares will be valued at IAC's net cash (as defined in the arrangement agreement) per share as of the closing of the IAC Arrangement;
- IAC's Class B Shares that were acquired for a subscription price of $0.008 per share prior to IAC's initial public offering (the "Founder Class B Shares"), other than Founder Class B Shares held by Mr. Richard Venn, will be exchanged for ECN Capital Common Shares based on an exchange ratio in which each Founder Class B Share will be valued at (a) 6% of IAC's net cash plus $4,500,000, divided by (b) the number of outstanding Founder Class B Shares; and
- the Founder Class B Shares held by Mr. Richard Venn, a director and founder of IAC and also a director of Element Financial Corporation, now Element Fleet Management Corp., will be exchanged for ECN Capital Common Shares based on their original cost of $0.008 per share.
In each case, ECN Capital Common Shares would be valued at $4.41 per ECN Capital Common Share for purposes of the exchange ratio calculations based on the number of issued and outstanding ECN Capital Common Shares as of October 3, 2016.
The IAC Arrangement remains subject to, among other things, approval of the Ontario Superior Court of Justice and the shareholders of the Company.
The Circular is available on www.sedar.com under INFOR Acquisition's profile.
About INFOR Acquisition Corp.
INFOR Acquisition Corp. is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or engaging in any other similar business combination with one or more businesses or assets.
Visit INFOR Acquisition Corp. at www.inforacquisitioncorp.com
About INFOR Financial Group Inc.
INFOR Financial Group Inc. ("INFOR Financial Group"), the sponsor of IAC, is a leading independent merchant and investment bank based in Toronto. INFOR Financial Group provides innovative, independent, forward thinking financial and strategic advice to corporations, institutional investors, entrepreneurs and government entities. INFOR Financial Group's asset management division currently is focused on relationship investing and structured private credit investments. INFOR Financial Inc., a wholly-owned subsidiary of INFOR Financial Group, is an independent investment bank that offers advice on mergers and acquisitions, capital raises, risk management, private funds as well as corporate restructurings and derivative hedging strategies. In 2015, INFOR Financial Inc. was ranked as the top independent M&A advisor in Canada.
Visit INFOR Financial Group at www.inforfg.com