Board of Directors Recommends that Shareholders Vote FOR the Arrangement
WINNIPEG, Manitoba, Jan. 14, 2021 (GLOBE NEWSWIRE) — People Corporation (the “ Company ”) (TSX Venture: PEO) today announced it has filed and is in the process of mailing the management information circular (the “ Circular ”) and related materials for the special meeting (the “ Meeting ”) of the Company’s shareholders (the “ Shareholders ”) to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “ Arrangement ”), pursuant to which investment funds managed by the Merchant Banking business of Goldman Sachs & Co. LLC will acquire all of the issued and outstanding common shares (the “ Shares ”) of the Company for C$15.22 per Share in cash, all as more particularly described in the Circular.
Benefits of the Arrangement to People Corporation’s Shareholders
- Significant Premium: The consideration offered to the Shareholders under the Arrangement represents a premium of approximately 36% to the closing price of the Shares on December 11, 2020, being the last trading day prior to the announcement of the Arrangement, and a 28% premium to the highest ever closing price of the Shares on the TSX-V.
- Certainty of Value and Liquidity: The consideration being offered to Shareholders under the Arrangement is all cash, which provides immediate liquidity and certainty of value to the Shareholders at a significant premium to the trading price of the Shares on December 11, 2020.
Additional information related to the benefits and related risks of the Arrangement are contained in the Circular.
The board of directors of the Company (the “ Board ”), acting on the unanimous recommendation of a special committee of the Board (the “ Special Committee ”) and after receiving legal and financial advice, unanimously determined (with Laurie Goldberg, as Executive Chairman, CEO and a rollover shareholder, abstaining) the Arrangement is in the best interests of the Company and fair to the Shareholders, and recommends the Shareholders vote FOR the Arrangement.
Advance Ruling Certificate
The Company also announced today that the Commissioner of Competition has issued an advance ruling certificate under the Competition Act (Canada) with respect to the Arrangement. Accordingly, the regulatory approval condition to completion of the Arrangement has been satisfied.
The Company also announced today that the Company has been granted an interim order (the “ Interim Order ”) from the Ontario Superior Court of Justice (Commercial List) authorizing various matters, including the holding of the Meeting and the mailing of the Circular.
Meeting and Circular
The Meeting is scheduled to be held as a virtual-only meeting conducted by live audio webcast at https://web.lumiagm.com/220899676 on February 11, 2021 at 9:00 a.m. (Winnipeg time). The virtual Meeting will be accessible online starting at 8:00 a.m. (Winnipeg time) on February 11, 2021. Shareholders, regardless of geographic location, will have an equal opportunity to participate in the Meeting online. Shareholders will not be able to attend the Meeting in person. Shareholders of record as of the close of business (5:00 p.m. (Winnipeg time)) on December 30, 2020 are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well before the proxy deadline of 9:00 a.m. (Winnipeg time) on February 9, 2021.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendations made by the Special Committee and the Board, voting procedures and how to virtually attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is being mailed to Shareholders in compliance with applicable laws and the Interim Order. The Circular is available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.peoplecorporation.com under Investor Relations .
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, the Company’s proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll-Free), or 1-416-304-0211 (Outside North America) or by email to email@example.com.
About People Corporation
People Corporation is a leading provider of group benefits, group retirement and human resource services with approximately 1,100 talented professionals serving organizations across Canada. Bringing deep industry and subject matter expertise, proprietary technology platforms and an innovative suite of services to each client engagement, People Corporation delivers uniquely valuable insights and solutions to make a positive difference to its clients and their bottom line.
About Goldman Sachs Merchant Banking Business
Founded in 1869, The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm. The Merchant Banking business of Goldman Sachs is the primary center for the firm’s long-term principal investing activity and is one of the leading private capital investors in the world with investments across private equity, infrastructure, private debt, growth equity and real estate.
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.
Although the Company believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the transaction or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the transaction; (d) risks relating to the Company’s ability to retain and attract key personnel during the interim period; (e) the possibility of litigation relating to the transaction; (f) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the transaction, including changes in economic conditions, interest rates or tax rates; (g) business, operational and financial risks and uncertainties relating to the COVID-19 pandemic; (h) risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business; and (i) other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the transaction.
The Company cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause the Company’s actual results to differ from current expectations, please refer to the “Risk Factors” section of the Company’s Annual Information Form dated January 7, 2021, the Circular, as well as the Company’s other public filings, available at www.sedar.com .
The forward-looking statements contained in this news release describe the Company’s expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Jonathan Ross, CFA
Investor Relations – People Corporation
Dennis Stewner, CPA, CA
CFO and COO – People Corporation