INFOR Acquisition Corp.
TSX : IAC.A
TSX : IAC.WT

INFOR Acquisition Corp.

August 09, 2016 14:20 ET

INFOR Acquisition Corp. Announces Filing of Non-Offering Prospectus

TORONTO, ONTARIO--(Marketwired - Aug. 9, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

INFOR Acquisition Corp. (TSX:IAC.A)(TSX:IAC.WT) ("INFOR Acquisition" or the "Company") announced today that, in accordance with applicable rules, it has filed a non-offering prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the completion of its qualifying acquisition.

On July 25, 2016, the Company announced that it had entered into a definitive arrangement agreement (the "Arrangement Agreement") with Element Financial Corporation ("Element"), ECN Capital Corp. ("ECN Capital") and 2510204 Ontario Inc. pursuant to which Element will effect its previously announced spin-out of its North American commercial finance business, to be held by ECN Capital, by way of a plan of arrangement (the "Element Arrangement"). Following completion of the Element Arrangement, ECN Capital will 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 common shares of ECN Capital by way of a plan of arrangement (the "IAC Arrangement"). The IAC Arrangement constitutes the Company's qualifying acquisition.

Pursuant to applicable rules, the prospectus contains disclosure of ECN Capital as the resulting issuer, assuming completion of the IAC Arrangement.

Following the issuance of a receipt for the final prospectus, the Company will file and mail an information circular, to which the final prospectus will be attached, in connection with the special meeting of shareholders of the Company (the "Meeting") at which approval of the IAC Arrangement will be sought. The IAC Arrangement remains subject to, among other things, approval of the Ontario Superior Court of Justice, applicable regulatory authorities, including the Toronto Stock Exchange, and the shareholders of the Company.

Holders of Class A Restricted Voting Shares, whether they vote for or against or do not vote on the qualifying acquisition, will have a right to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption prior to the second business day before the Meeting with the redemption being effective, subject to applicable law, immediately prior to the closing of the IAC Arrangement.

Subject to receipt of the required approvals, the Company intends to mail the information circular to its shareholders by the third week of September, 2016 and it is anticipated that the Meeting will take place in the second week of October, 2016. Closing of the IAC Arrangement is expected to occur by the middle of October, 2016, subject to satisfaction or waiver of the conditions contained in the Arrangement Agreement as well as applicable regulatory, shareholder and court approval.

Pursuant to the Arrangement Agreement, ECN Capital has agreed to use its commercially reasonable efforts to appoint Neil M. Selfe and William T. Holland, current directors of the Company, to the ECN Capital board of directors as soon as practicable following the completion of the IAC Arrangement, with Mr. Selfe assuming the role of Vice-Chairman. INFOR Financial Group Inc., and its broker dealer subsidiary INFOR Financial Inc., will continue as independent entities, unaffected by the IAC Arrangement, and Mr. Selfe will continue in his role as CEO of INFOR Financial Group Inc.

The prospectus 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 INFOR Acquisition, 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

Notice Regarding Forward-Looking Statements:

Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, the Element Arrangement, the IAC Arrangement, the receipt of necessary approvals for the transactions, the required shareholder votes, the mailing of the circular and the holding the meeting and completion of the IAC Arrangement.

These forward-looking statements reflect material expectations and assumptions of the Company including, without limitation, expectations and assumptions relating to Element and the Company being able to receive all required regulatory, court and shareholder approvals for the Element Arrangement and the IAC Arrangement. The Company's expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such, are subject to change.

Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: the conditions to the consummation of the Element Arrangement and IAC Arrangement may not be satisfied or waived; risks relating to the failure to obtain necessary regulatory, court and shareholder approvals for the Element Arrangement and the IAC Arrangement, as applicable; the filing and/or mailing of documentation relating to the Element Arrangement and the IAC Arrangement may not be completed on a timely basis; high levels of redemptions by IAC shareholders; and the Element Arrangement and the IAC Arrangement may be modified, restructured or terminated. Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect events and results are included in other documents and reports filed by the Company with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date of this document. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information

  • Neil M. Selfe
    Chief Executive Officer and Director,
    INFOR Acquisition Corp.
    Chief Executive Officer,
    INFOR Financial Group Inc.
    (416) 646-2610