Home Capital Announces Receipt of Final Regulatory Approvals and Expected Closing Date for Acquisition by Smith Financial Corporation
TORONTO, August 24, 2023--(BUSINESS WIRE)--Home Capital Group Inc. ("Home Capital") (TSX: HCG) is pleased to announce that the required regulatory approvals under the Bank Act (Canada) and Trust and Loan Companies Act (Canada) have been granted by the Federal Minister of Finance in respect of the previously announced acquisition of Home Capital by a wholly owned subsidiary of Smith Financial Corporation ("SFC") (such acquisition, the "Arrangement") and that the Arrangement is expected to be completed on August 31, 2023, subject to the satisfaction of customary closing conditions.
Pursuant to the Arrangement, SFC has agreed to acquire the issued and outstanding common shares of Home Capital that SFC does not already own for $44.00 in cash per share (the "Purchase Price"). Since the Arrangement did not close on or prior to May 20, 2023, the Purchase Price will be increased by an amount equal to $0.00273973 per share in cash per day up to and including the day prior to the closing of the Arrangement (equivalent to approximately $0.25 per share for every three-month delay beyond May 20, 2023). Completion of the Arrangement on August 31, 2023 will result in a Purchase Price of $44.28 in cash per share.
Home Capital previously applied for and obtained an exemption from the Toronto Stock Exchange’s requirement to hold its annual shareholder meeting (the "Meeting") by June 30, 2023, provided the Meeting is held on or prior to September 29, 2023. Since the Arrangement is expected to be completed prior to September 29, 2023, Home Capital will not hold its annual shareholder meeting. Similarly, as the Arrangement will be completed prior to the close of business on August 31, 2023, shareholders will not be paid on September 15, 2023 the previously announced quarterly dividend of $0.15 per common share.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to completion of the Arrangement and the timing thereof, the final Purchase Price and the holding of the annual shareholders meeting. Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. These risks, uncertainties and assumptions include, but are not limited to, failure to, in a timely manner, satisfy customary closing conditions and consummate the Arrangement and other customary risks associated with transactions of this nature. Therefore, forward-looking information should be considered carefully and undue reliance should not be placed on such information. Please note that forward-looking information in this news release reflects management’s expectations as of the date hereof, and therefore is subject to change. Home Capital disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Home Capital’s 2023 Second Quarter Report, available on Home Capital’s website at www.homecapital.com, and on SEDAR at www.sedarplus.ca for Home Capital’s Caution Regarding Forward-looking Statements.
About Home Capital
Home Capital is a public company, traded on the Toronto Stock Exchange (HCG), operating through its principal subsidiary, Home Trust Company. Home Trust Company is a federally regulated trust company offering residential and non-residential mortgage lending, securitization of residential mortgage products, consumer lending and credit card services. In addition, Home Trust Company and its wholly owned subsidiary, Home Bank, offer deposits via brokers and financial planners, and through a direct-to-consumer brand, Oaken Financial. Licensed to conduct business across Canada, we have offices in Ontario, Alberta, British Columbia, Nova Scotia, and Quebec.
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Contacts
Longview Communications & Public Affairs
Jill MacRae
Partner
437-922-9215
jmacrae@longviewcomms.ca
