Gluskin Sheff + Associates Inc. Announces Shareholder Approval of Plan of Arrangement
TORONTO--(BUSINESS WIRE)--May 9, 2019--Gluskin Sheff + Associates Inc. (TSX:GS) (“Gluskin Sheff”) is pleased to announce that, at today’s special meeting of shareholders (the “Meeting”), its shareholders overwhelmingly voted in favour of a special resolution to approve the proposed plan of arrangement previously announced on March 22, 2019 (the “Arrangement”) pursuant to which, among other things, Onex Corporation (“Onex”) (TSX:ONEX) will acquire all of the issued and outstanding shares of Gluskin Sheff.
The Arrangement required approval by: (i) 66⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Of the votes cast with respect to the Arrangement, an aggregate of 18,379,357 Gluskin Sheff shares were voted in favour of the Arrangement, representing approximately 98% of the votes cast on the resolution. In addition, an aggregate of 15,313,239 Gluskin Sheff shares, representing approximately 98% of the votes cast on the resolution excluding such shareholders as are required to be excluded pursuant to MI 61-101, were voted in favour of the Arrangement.
Completion of the Arrangement remains subject to court approval as well as other customary closing conditions. It is expected that Gluskin Sheff will apply for a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement on May 14, 2019. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed on or around June 1, 2019. Following completion of the Arrangement, Gluskin Sheff will be de-listed from the Toronto Stock Exchange and applications will be made for Gluskin Sheff to cease to be a reporting issuer.
Further information about the Arrangement is set forth in the materials prepared by Gluskin Sheff in respect of the Meeting, which were mailed to Gluskin Sheff shareholders and filed under Gluskin Sheff’s profile on SEDAR at www.sedar.com.
About Gluskin Sheff
Gluskin Sheff + Associates Inc. is one of Canada’s pre-eminent wealth management firms. Founded in 1984 and serving high net worth private clients and institutional investors, the Company is dedicated to meeting clients’ needs by delivering strong risk-adjusted returns together with the highest level of personalized client service. The Company’s Common Shares are listed on the Toronto Stock Exchange under the symbol “GS”. For more information about the Company, please visit our website at www.gluskinsheff.com.
The information in this press release includes certain forward-looking statements. These forward-looking statements are subject to risks and uncertainties. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the anticipated receipt of required court approval for the transaction; the ability of the parties to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the closing of the Arrangement.
Forward-looking statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, ongoing objectives, strategies and outlook for Gluskin Sheff. Forward looking statements may in some cases be identified by words such as “will”, “plans”, “believes”, “expects”, “anticipates”, “estimates”, “projects”, “intends”, “should” or the negative of these terms, or similar expressions. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Gluskin Sheff undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
In respect of the forward-looking statements and information concerning the completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Gluskin Sheff and Onex have provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court approval; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; and other factors discussed under the heading “Risk Factors” in Gluskin Sheff’s annual information form dated September 26, 2018 (available under Gluskin Sheff’s SEDAR profile at www.sedar.com ). The anticipated dates provided may change for a number of reasons, including the inability to secure necessary court approval in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of Gluskin Sheff and Onex to obtain necessary court approval, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approval, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.
This press release may contain forward-looking statements relating to Gluskin Sheff + Associates Inc.’s business and the environment in which it operates. These statements are based on the Company’s expectations, estimates, forecasts and projections. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. These risks and uncertainties are discussed in the Company’s regulatory filings available on the Company’s website at www.gluskinsheff.com or at www.sedar.com . Actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances, except as required by applicable law.
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CONTACT: David R. Morris
Chief Financial Officer and Secretary
KEYWORD: NORTH AMERICA CANADA
INDUSTRY KEYWORD: PROFESSIONAL SERVICES FINANCE
SOURCE: Gluskin Sheff + Associates Inc.
Copyright Business Wire 2019.
PUB: 05/09/2019 05:26 PM/DISC: 05/09/2019 05:26 PM