13:54:05 EDT Thu 16 May 2024
Enter Symbol
or Name
USA
CA



CI Financial Corp
Symbol CIX
Shares Issued 162,784,729
Close 2023-11-09 C$ 13.73
Market Cap C$ 2,235,034,329
Recent Sedar Documents

CI Financial begins $100-million share buyback

2023-11-10 08:41 ET - News Release

Mr. Murray Oxby reports

CI FINANCIAL ANNOUNCES COMMENCEMENT OF SUBSTANTIAL ISSUER BID

CI Financial Corp. has begun its previously announced substantial issuer bid, pursuant to which the corporation will offer to purchase up to $100-million in value of its outstanding common shares from holders of shares for cash, at a single price per share (not less than $13.64 per share and not more than $15.28 per share). As of Nov. 9, 2023, there were 162,784,729 shares issued and outstanding. The offer would be for approximately 4.5 per cent of the total number of issued and outstanding shares if the purchase price is determined to be $13.64 (which is the minimum price per share under the offer), or approximately 4.0 per cent of the total number of issued and outstanding shares if the purchase price is determined to be $15.28 (which is the maximum price per share under the offer).

The offer is proceeding by way of a modified Dutch auction. Shareholders wishing to tender to the offer will be entitled to do so pursuant to: (i) auction tenders in which they will specify the number of shares being tendered at a price of not less than $13.64 and not more than $15.28 per share in increments of 25 cents per share other than an increment from $13.64 to $13.78, or (ii) purchase price tenders in which they will not specify a price per share, but will rather agree to have a specified number of shares purchased at the purchase price.

The purchase price to be paid by the corporation for each validly deposited share will be based on the number of shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by shareholders making auction tenders. Shares for which a purchase price tender has been completed will be deemed to have been deposited at a price of $13.64 per share (which is the minimum price per share under the offer). The purchase price will be the lowest price which enables the corporation to purchase the maximum number of shares not exceeding an aggregate of $100-million in value based on valid auction tenders and purchase price tenders, determined in accordance with the terms of the offer. Shares deposited at or below the finally determined purchase price will be purchased at such purchase price. Shares that are not taken up in connection with the offer, including shares deposited pursuant to auction tenders at prices above the purchase price, will be returned to shareholders that tendered to the offer.

If the aggregate purchase price for shares validly deposited and not withdrawn pursuant to auction tenders at auction prices at or below the purchase price and purchase price tenders would result in an aggregate purchase price in excess of $100-million, then such deposited shares will be purchased as follows: (i) first, the corporation will purchase all shares validly tendered at or below the purchase price by shareholders who own, as of the close of business on the expiration date, fewer than 100 shares at the purchase price; and (ii) second, the corporation will purchase at the purchase price on a pro rata basis according to the number of shares deposited or deemed to be deposited at a price equal to or less than the purchase price by the depositing shareholders, less the number of shares purchased from odd-lot holders (with adjustments to avoid the purchase of fractional shares).

The offer commenced on Nov. 10, 2023, and expires at 5 p.m. ET on Dec. 18, 2023, unless withdrawn or extended. The offer will not be conditional upon any minimum number of shares being tendered. The offer will, however, be subject to other conditions and the corporation will reserve the right, subject to applicable laws, to withdraw or amend the offer, if, at any time prior to the payment of deposited shares, certain events occur as described in the offer documents (as defined herein).

The board of directors of the corporation believes that the offer is an advisable use of the corporation's financial resources given its available cash resources, its continuing cash requirements and access to capital markets, as well as the fact that the corporation believes its shares are undervalued. The offer provides CI Financial with the opportunity to return up to $100-million of capital to shareholders who elect to tender while at the same time increasing the proportionate share ownership of shareholders who do not elect to tender.

Details of the offer, including instructions for tendering shares to the offer and the factors considered by the board of directors in making its decision to approve the offer, are included in the formal offer to purchase and issuer bid circular and other related documents, which are expected to be mailed to shareholders, filed with applicable Canadian securities administrators and made available free of charge on or about Nov. 10, 2023, on SEDAR+. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer. In particular, the offer documents describe certain tax consequences to shareholders of selling shares under the offer, including that shareholders who sell shares under the offer are generally expected to receive a dividend equal to the excess of the purchase price over the paid-up capital of the share for purposes of the Income Tax Act (Canada), which paid-up capital the corporation estimates will be approximately $10.7284 per share on the expiration date.

The board of directors of the corporation has obtained a liquidity opinion from National Bank Financial Inc. (NBF) to the effect that, based on and subject to the qualifications, assumptions and limitations stated in the liquidity opinion, as of Nov. 8, 2023: (i) a liquid market for the shares exists; and (ii) it is reasonable to conclude that, following the completion of the offer in accordance with its terms, there will be a market for the holders of shares who do not tender to the offer that is not materially less liquid than the market that existed at the time of the making of the offer. Reference should be made to the complete version of NBF's liquidity opinion, a copy of which will be included in the offer documents.

The corporation has further engaged NBF to act as its dealer-manager and financial adviser in connection with the offer. The corporation has also engaged Computershare Investor Services Inc. to act as depositary for the offer.

The board of directors of the corporation has approved the offer. However, none of the corporation, its board of directors, NBF or Computershare makes any recommendation to any shareholder as to whether to deposit or refrain from depositing shares under the offer, or in the case of auction tenders, at what price to deposit shares under the offer. Shareholders are urged to evaluate carefully all information in the offer, consult their own financial, legal, investment and tax advisers, and make their own decisions as to whether to deposit shares under the offer, and, if so, how many shares to deposit and at what price(s).

Any questions or requests for information regarding the offer should be directed to NBF as the dealer manager at the Exchange Tower, 130 King St. West, Toronto, Ont., M5X 1J9, 1-416-524-9514, or Computershare, as the depositary, at corporateactions@computershare.com.

About CI Financial Corp.

CI Financial is a diversified global asset and wealth management corporation operating primarily in Canada, the United States and Australia. Founded in 1965, CI Financial has developed world-class portfolio management talent, extensive capabilities in all aspects of wealth planning, and a comprehensive product suite. CI Financial manages and advises on approximately $421-billion ($289.4-billion (U.S.)) in client assets (as at Sept. 30, 2023).

CI operates in three segments:

  • Asset management, which includes CI Global Asset Management, which operates in Canada, and GSFM Pty. Ltd., which operates in Australia;
  • Canadian wealth management, which includes the operations of CI Assante Wealth Management, Aligned Capital Partners, CI Private Wealth (Canada), Northwood Family Office, CI Direct Investing and CI Investment Services;
  • U.S. wealth management, which includes Corient Private Wealth, an integrated wealth management firm providing comprehensive solutions to ultrahigh-net-worth and high-net-worth clients across the United States.

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