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Mogo Announces Business Combination with Difference Capital Financial

Vlad Poptamas

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Mogo Finance Technology Inc. (TSX:MOGO) (NASDAQ: MOGO) (“Mogo”) is pleased to announce the signing of a definitive arrangement agreement (the “Arrangement Agreement”) to merge Mogo (the “Transaction”) by way of a plan of arrangement with Difference Capital Financial Inc. (TSX:DCF) (“Difference”). Following the combination, the resulting company (the “Combined Entity”) is expected to be named ‘Mogo Inc.’.

Under the terms of the Arrangement Agreement, each common share of Mogo (a “Mogo Share”) will be exchanged for one (the “Exchange Ratio”) Difference common share (a “Difference Share”). Upon completion of the Transaction, former Mogo shareholders will own approximately 80% of the Combined Entity on a fully diluted basis. Following completion of the Transaction, all of Mogo’s outstanding convertible securities will become exercisable or convertible, as the case may be, for shares of the Combined Entity in accordance with the Exchange Ratio.

The Transaction is subject to Mogo shareholder approval, regulatory approval and satisfaction of other customary conditions. The Transaction is expected to close in the second quarter of 2019.

Transaction Highlights

  • Following the combination, the Combined Entity is expected to be named ‘Mogo Inc.’. Mogo shareholders will own approximately 80% of the Combined Entity and Dave Feller will be Chairman and CEO and Greg Feller will be President, CFO and Director of the Combined Entity.
  • The Combined Entity will continue to execute on Mogo’s vision of building the leading fintech platform in Canada. The combination will give Mogo immediate access to approximately $9 – $10 million in cash, which reflects proceeds from Difference’s two recently announced monetizations. In addition, Mogo will have control of Difference’s portfolio of investments in some of the premier private technology companies in Canada, including Hootsuite and Vision Critical, which collectively have an estimated fair market value of approximately $24 million.
  • The Transaction has received the unanimous recommendation of both Mogo’s and Difference’s special committees and respective boards of directors, with voting and support agreements representing approximately 21.8% of outstanding Mogo Shares and approximately 49.8% of outstanding Difference Shares executed in support of the Transaction.

“This transaction enables Mogo to continue to invest in new products and innovation, building on our leadership position in the Canadian fintech space,” said David Feller, Mogo’s Founder and CEO. “We are excited by the opportunity that the Transaction presents for shareholders of Mogo and Difference and are very pleased to have the support of the Difference board. We look forward to working closely with the leadership team at Difference to complete the Transaction.”

“The merger with Difference strengthens our financial position and represents a significant opportunity to create value for shareholders of the combined entity,” added Greg Feller, Mogo’s President. “Difference has invested in many of Canada’s leading technology companies and Mogo has built a valuable distribution platform. Shareholders of both companies will benefit from improved financial flexibility as we execute on our strategy of partnering to bring best-in-class products to our more than 800,000 members.”

Transaction Summary

The proposed transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act(British Columbia) and, in addition to other customary closing conditions, is subject to regulatory and court approvals. The Transaction will need to be approved by: (i) two-thirds of the votes cast by Mogo shareholders at its shareholder meeting; and (ii) if required, a simple majority of the votes cast by Mogo shareholders at its shareholder meeting, excluding the votes held by certain persons as required by Multilateral Instrument 61-101. The directors and certain shareholders of Mogo, representing approximately 21.8% of Mogo’s outstanding shares, have entered into support agreements pursuant to which they agreed to vote their Mogo Shares in favor of the Transaction.

The annual general and special meeting of Mogo is expected to be held in June 2019. An information circular detailing the terms and conditions of the Transaction will be filed with regulatory authorities and mailed to the shareholders of Mogo in accordance with applicable securities laws. The Arrangement Agreement includes customary deal-protection provisions, including non-solicitation of alternative transactions and break fees payable by Mogo and Difference, respectively, under certain circumstances.

Mogo’s Board of Directors and Special Committee have determined that the proposed transaction is in the best interest of the shareholders, having taken into account advice from their financial advisors, and have unanimously approved the Transaction. Mogo’s Board of Directors recommends that their shareholders vote in favor of the proposed transaction.

Advisors and Counsel

Mogo’s financial advisor is Raymond James Ltd. and its legal counsel in Canada is Stikeman Elliott LLP. Raymond James Ltd. provided an opinion to Mogo’s Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Mogo.

 

SOURCE Mogo Finance Technology Inc

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Joint Forum of Financial Market Regulators continues work on collaboration and information sharing at its Annual Meeting

Vlad Poptamas

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The Joint Forum of Financial Market Regulators (Joint Forum) has concluded its Annual Meeting. The Joint Forum brings together members of the Canadian Council of Insurance Regulators (CCIR), the Canadian Securities Administrators (CSA), the Canadian Association of Pension Supervisory Authorities (CAPSA) and representation from the Canadian Insurance Services Regulatory Organizations (CISRO).  Representatives of the Financial Services Regulatory Authority of Ontario (FSRA) and the Mortgage Broker Regulators’ Council of Canada(MBRCC) also attended the meeting.

The dynamic nature of the financial services landscape was reflected in the Plenary Session, during which CAPSA introduced its Strategic Plan for 2019-22 and the CSA and CCIR provided highlights on its key initiatives. Themes included enhancing consumer protection and a focus on market conduct and efficiencies.

Angela Mazerolle, CAPSA Chair and Superintendent of Pensions and Insurance with the Financial and Consumer Services Commission (New Brunswick), shared CAPSA’s proposed initiatives which take into account the changing environment that has created opportunities for new plan designs, products, processes and requirements. CAPSA has considered the resulting complexities to develop a Strategic Plan that can assist pension plan administrators in meeting their fiduciary duty while protecting the entitlements of pension plan beneficiaries. The new Plan also includes a review and update of the Capital Accumulation Plans Guideline. CAPSA will collaborate with CCIR and CSA as it leads this initiative.

Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers presented an update on CSA members’ participation in the International Monetary Fund (IMF) Financial Sector Assessment Program (FSAP). The goals of this assessment are to gauge the stability and soundness of the financial sector and to assess its potential contribution to growth and development. The IMF assessment of the securities sector covered the analysis and review of securities and derivatives market intermediaries in Canada. Additionally, Mr. Morisset provided updates on the status of ongoing enhanced investor protection regulatory initiatives.

On behalf of CCIR, Patrick Déry, CCIR Chair and Superintendent, Solvency of the Autorité des marchés financiers brought forward two major milestones since last year’s Joint Forum meeting. In support of its priority of building cooperative supervision and aligning with best international practices, the Fair Treatment of Customers Guidance (Guidance) was released in September 2018, in partnership with CISRO. The Guidance sets out the overarching expectations of insurer and intermediary regulators across the country. CCIR also released its full fee disclosure requirements for segregated funds and is currently working with industry towards implementation. These initiatives will provide more information for consumers to make better decisions while strengthening confidence in the financial services sector. He also presented an update on the IMF FSAP assessment of the insurance sector.

This year’s meeting provided opportunities for focused discussion through break-out sessions on topical issues such as the integration of environmental, social and governance factors in investment decisions, international focus on consumer protection, financial exploitation of vulnerable investors and cybersecurity. Members were able to provide valuable insights on these issues in the cross-sectoral context. While discussing the complexities their sectors face in these areas, they were able to learn about each others’ experiences and challenges. Members also shared updates on ombudservice oversight across banking services and investments, life, health and general insurance sectors.

FSRA CEO, Mark White, provided an update on the implementation of Ontario’s new financial services regulator, including highlights of FSRA’s transformation mandate. Mr. White highlighted that FSRA’s objectives include national collaboration and harmonization of regulation, and FSRA welcomed the opportunity to engage with members of the Joint Forum.

MBRCC Chair and Director of Consumer Affairs with the Financial and Consumer Services Commission (New Brunswick), Alaina Nicholson, introduced the MBRCC and indicated that the MBRCC welcomed the opportunity to participate. Ms. Nicholson noted the broader, and often common challenges faced by financial services regulators, including the management of conflicts of interest, appropriate disclosures to consumers, product suitability, the emergence of digital service models, fintech and, of course, the increasing complexity of products.

 

SOURCE Joint Forum of Financial Market Regulators

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Regulators sign an agreement with the Financial Conduct Authority

Vlad Poptamas

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Photo source: wsj.com
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The securities regulatory authorities in AlbertaBritish ColumbiaManitobaNew BrunswickNova Scotia, Québec and Saskatchewan (participating jurisdictions) today announced a co-operation agreement with the United Kingdom Financial Conduct Authority (FCA).

The agreement extends the work of the CSA Regulatory Sandbox Initiative and the FCA Innovate project. These innovation functions provide a controlled environment for businesses to develop and test innovative solutions that promote efficiency and consumer choices in the financial sector.

“This co-operation agreement with the FCA is in addition to agreements we have reached with other regulatory organizations,” said Louis Morisset, CSA Chair and President and CEO of Québec’s Autorité des marchés financiers. “Since FinTech businesses are not constrained by national borders, it is in our best interest to share views and exchange information in connection with their activities so we can evaluate market trends and adapt our regulatory framework appropriately.”

 

CSA members have also signed agreements with the Abu Dhabi Global Market Financial Services Regulatory Authority, the Australian Securities and Investments Commission and the French Autorité des marchés financiers. Co-operation agreements are subject to the domestic laws and regulations of each authority and do not modify or supersede any applicable laws or regulatory requirements in force in, or applicable to, any such authority’s respective jurisdiction.

The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.

The Financial Conduct Authority is the conduct regulator for 56,000 financial services firms and financial markets in the UK and the prudential regulator for over 18,000 of those firms.

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Ally Financial Partners with Better.com to Create End-to-End Digital Mortgage Experience

Vlad Poptamas

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Ally Financial Inc. (Ally) today announced a partnership with Better.com – one of the fastest-growing digital mortgage disruptors in the U.S. – to create a new end-to-end digital experience for consumers looking for a mortgage loan from Ally. In addition to the partnership, strategic-investment arm Ally Ventures has announced an add-on investment to Better.com’s recent Series C funding, significantly increasing Ally’s overall ownership in the company. In this two-fold relationship, the online-only bank will combine capabilities with Better.com to further Ally’s position as a leading digital financial services company.

Combining the capabilities of Ally Bank with the digital platform of Better.com will bring speed and simplicity to the mortgage origination and funding process, creating a truly digital experience.

“Providing frictionless, digital experiences to our customers is core to Ally’s strategy. We’re revolutionizing digital banking by putting all of our customers’ core financial services needs at their fingertips,” said Diane Morais, Ally’s President of Consumer and Commercial Banking Products. “With Better.com, we will deliver best-in-class mortgage experiences in a highly innovative and scalable way, furthering our role as a financial ally for our customers.”

The new partnership speaks to Better.com’s cutting-edge innovation and the overall transformation of the financial services industry. Similar to Better.com’s existing platform, customers will be able to obtain pre-approval in as little as three minutes and lock in a rate in as few as 10 minutes, creating a more efficient and solution-oriented mortgage process.

“Our partnership with Ally supports our goal of transforming the mortgage industry across the board and delivering a better mortgage experience to all consumers,” said Vishal Garg, CEO and Founder of Better.com. “Additionally, with Ally’s investment in Better.com, we become partners not only in our shared vision for a seamless customer experience in home finance, but also in the long-term success and future of the mortgage industry.”

The new capabilities will be piloted in nine states including ArizonaConnecticutLouisianaNorth CarolinaOregonPennsylvaniaTennesseeTexas and Washington later this year, becoming available across the U.S. by the end of 2019.

“Strategic partnerships are an important component of our growth strategy. At Ally Ventures, we look for companies that are disrupting their industries for us to invest in and partner with to bring innovative products to the market. We felt a strong strategic and cultural fit with Better.com,” said Ally Chief Strategy Officer Dinesh Chopra. “The mortgage industry is ripe for digitalization, and our investment and partnership will allow us to deliver an industry-leading digital mortgage experience.

 

SOURCE Ally Financial

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