TORONTO–(BUSINESS WIRE)–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.
Forward-Looking Statements
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.
Contacts
David R. Morris
Chief Financial Officer and Secretary
1.416.681.6036
