TORONTO, June 24, 2019 (GLOBE NEWSWIRE) -- Integrated Asset Management Corp. (“IAM”) (IAM.TO) announced today that, in connection with IAM’s previously announced statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario) pursuant to which Fiera Capital Corporation (“Fiera Capital”) (FSZ.TO) will acquire all of the outstanding common shares of IAM (the “IAM Shares”), it has declared a conditional special dividend in the amount of $0.08 per IAM Share, payable in cash on July 4, 2019. Shareholders of record immediately prior to 12:01 a.m. (Toronto time) on July 3, 2019, which is effectively the close of business on July 2, 2019, will be entitled to receive payment of the dividend. 12:01 a.m. (Toronto time) on July 3, 2019 is the anticipated effective time on the effective date for the Arrangement. The special dividend will only be paid if the Arrangement is completed.
The special dividend is intended to be and is designated an “eligible dividend” for purposes of the Income Tax Act (Canada) and any applicable provincial taxing statutes.
Because the special dividend is conditional upon the completion of the Arrangement, the Toronto Stock Exchange (the “TSX”) requires the IAM Shares to trade on a “due bill” basis from and including June 28, 2019 until the close of trading on July 4, 2019 (the “Due Bill Period”). This means that buyers of IAM Shares during the Due Bill Period will receive the special dividend payment, provided that they continue to be holders of the applicable IAM Shares at the close of trading on July 4, 2019. The IAM Shares will continue to trade on a “due bill” basis to the extent the IAM Shares continue to trade after the Due Bill Period.
Pursuant to the Arrangement and conditional upon completion of the Arrangement, a cash payment equal to the special dividend will be paid to holders of IAM in-the-money options in an aggregate amount equal to $80,177.45.
The closing of the Arrangement is subject to IAM’s adjusted cash balance (as calculated under the arrangement agreement dated March 21, 2019 between IAM and Fiera Capital) being at least $10 million at the effective date and closing conditions customary in transactions of this nature, including approval by the TSX for the listing of Fiera Capital Class A subordinate voting shares to be issued. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed on July 3, 2019. Following completion of the Arrangement, IAM expects the IAM Shares will be de-listed from the TSX and applications will be made for IAM to cease to be a reporting issuer.
Further information regarding the Arrangement, including the special dividend and the payment on IAM in-the-money options pursuant to the Arrangement, is contained in IAM’s management information circular, a copy of which is available under IAM’s profile on SEDAR at https://www.sedar.com.
No Offer or Solicitation
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell IAM shares or an offer to sell or a solicitation of an offer to buy Fiera Capital shares.
Certain information in this news release constitutes forward-looking information for the purposes of applicable securities laws. Forward-looking information and statements can generally be identified by the use of forward-looking terminology such as "anticipate", "estimate", "may", "will", "expect", "believe", "plan" or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results “may”, “could”, “would”, or “might” occur or be achieved. All statements included in this news release, other than statements of historical facts, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things, the de-listing of the IAM Shares from the TSX, IAM ceasing to be a reporting issuer and the anticipated completion of the Arrangement and the timing thereof. These forward-looking statements are not facts or guarantees of future performance, but only reflections of estimates and expectations of IAM's management and involve a number of risks, uncertainties, and assumptions that, while considered reasonable by IAM, are inherently subject to significant operational, business, economic, regulatory and other uncertainties and contingencies.
Readers are further cautioned that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and IAM has made assumptions and estimates based on or related to many of these factors. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements and information are the following: the ability to consummate the Arrangement; the ability to obtain all required approvals and consents including TSX approval, or to otherwise fulfill all of the conditions precedent to the Arrangement, in a timely manner, or at all; changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws and other risk factors including those discussed in IAM’s public filings available at www.sedar.com and in particular in its most recent annual information form under “Risk Factors”. The foregoing risks and uncertainties are not exhaustive.
Readers are further cautioned not to place undue reliance on forward-looking statements or information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking statements and information contained in this news release are expressly qualified by this cautionary statement. Except as required by law, IAM assumes no obligation to update or revise forward-looking information to reflect new events, information or circumstances.
About Integrated Asset Management Corp.
IAM is one of Canada’s leading alternative asset management companies with approximately $3.1 billion in assets and committed capital under management in private debt, infrastructure debt and real estate as of March 31, 2019. For more information, please visit: www.iamgroup.ca. IAM’s common shares trade on the TSX under the ticker symbol IAM.
About Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm with approximately C$144.9 billion in assets under management as of March 31, 2019. Fiera Capital provides institutional, retail and private wealth clients with access to full-service integrated money management solutions across traditional and alternative asset classes. Clients and their portfolios derive benefit from Fiera Capital’s depth of expertise, diversified offerings and outstanding service. Fiera Capital trades under the ticker FSZ on the Toronto Stock Exchange. www.fieracapital.com
In the U.S., asset management services are provided by Fiera Capital’s U.S. affiliates who are investment advisers that are registered with the U.S. Securities and Exchange Commission (SEC). Registration with the SEC does not imply a certain level of skill or training.
Additional information about Fiera Capital, including the its annual information form, is available on SEDAR at www.sedar.com.
For further information, please contact:
Integrated Asset Management Corp.
President and Chief Executive Officer