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TORONTO, June 13, 2022 (GLOBE NEWSWIRE) — FAX Capital Corp. (TSX: FXC) (the “Company”) today announced that as of May 31, 2022, the Company’s unaudited book value per share was approximately $4.87 per Subordinate Voting Share and Multiple Voting Share, a decrease by approximately 3.9% compared to March 31, 2022, mainly due to unrealized losses on its investment portfolio.
The Company is providing this interim update on book value per share so that holders of Subordinate Voting Shares and Multiple Voting Shares (together, the “Shareholders”) have the most recent month-end figure available before the next annual and extraordinary general meeting of the Company (Meeting”) of shareholders to be held virtually on June 24, 2022 at 10:00 a.m. (Toronto time) at http://meetnow.global/M9AW7A2.
The deadline for receipt of completed proxies by the Company’s transfer agent is Wednesday, June 22, 2022 at 10:00 a.m. (Toronto time). Meeting materials, including the Company’s management information circular and form of proxy, are available on the Company’s website at www.faxcapitalcorp.com/annual-meetings and under the company profile at www.sedar.com. Shareholders are invited to consult these documents in detail to obtain further information on the matters to be examined at the Meeting.
At the meeting, shareholders of record as of the close of business on May 20, 2022 will be invited to consider, among other things, the proposed acquisition, indirectly through an acquisition company, by Fax Investments Inc. ( “Fax Investments”), a wholly-owned subsidiary of Federated Capital Corp., of all issued and outstanding subordinate voting shares of the Company not already owned by Fax Investments or Blair Driscoll, Chief Executive Officer of the Company (together, the “Remaining shareholders”), by means of a plan of arrangement provided for by the Canada Business Corporations Act (there “Arrangement”).
Pursuant to the Arrangement, each holder of Subordinate Voting Shares (other than the Remaining Shareholders) will receive $5.18 in cash per Subordinate Voting Share. The Company has received conditional approval of the Arrangement from the Toronto Stock Exchange (the “TSX”). Subject to obtaining shareholder approval at the Meeting and the approval of the Ontario Superior Court of Justice (Commercial List) (the “To research”), the arrangement is expected to close in early Q3 2022.
The Company’s Board of Directors, excluding the Interested Directors, unanimously recommends that Shareholders vote IN FAVOR of the Arrangement.
Shareholders with questions or seeking further information may contact [email protected]
About FAX Capital Corp.
The Company is an investment holding company whose business objective is to maximize its intrinsic value per share over the long term by seeking superior investment returns commensurate with reasonable risk. The Company intends to invest in equity, debt and/or hybrid securities of high quality companies. The Company initially intends to invest in approximately 10 to 15 high quality small capitalization public and private companies located primarily in Canada and, to a lesser extent, the United States. For more information, please visit the company’s website at www.faxcapitalcorp.com.
For more information, please contact:
Email: [email protected]
Telephone: (416) 303-0799
Email: [email protected]
No offer or solicitation
This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell subordinate voting shares.
Caution regarding the use of non-IFRS accounting measures
This press release makes reference to the following financial measure which is not recognized under International Financial Reporting Standards (IFRS) and which does not have a standardized meaning prescribed by IFRS: “book value per share”. The book value per share of the Company is a measure of the performance of the Company as a whole. The book value per share is measured by dividing the shareholders’ equity of the Company by the number of subordinate voting shares and multiple voting shares outstanding on the date specified. The Company’s method of determining this financial measure may differ from the methods of other companies and, accordingly, this amount may not be comparable to measures used by other companies. This financial measure is not a performance measure within the meaning of IFRS and should not be considered in isolation or as a substitute for net income prepared in accordance with IFRS.
Caution Regarding Forward-Looking Information
This press release contains forward-looking information. Such forward-looking information or statements (“FSL”) are provided for the purpose of providing information about management’s current expectations and plans for the future. Readers are cautioned that reliance on this information may not be appropriate for other purposes. Any such FLS can be identified by words such as ‘proposed’, ‘expects’, ‘intends’, ‘may’, ‘will’ and similar expressions. The FLS contained or referred to in this press release include, but are not limited to, statements regarding the proposed timing and various steps contemplated with respect to the Arrangement, the holding of the Meeting and the expected time for the closing of the arrangement. Although the Company believes that the expectations reflected in these FLSs are reasonable, undue reliance should not be placed on the FLSs as the Company can give no assurance that such expectations will prove to be correct.
The FLS are based on a number of factors and assumptions which were used to develop these representations and information, but which may prove to be incorrect, including: assumptions as to the ability of the parties to receive, in a timely and upon satisfactory terms, necessary shareholder and court approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the proposed arrangement; and other expectations and assumptions regarding the proposed arrangement. The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the necessary shareholder and court approvals or the need to extend the deadlines for satisfying the other conditions until the completion of the proposed arrangement. . Accordingly, investors and others are cautioned not to place undue reliance on forward-looking statements.
Risks and uncertainties inherent in the nature of the proposed arrangement that could cause actual results to differ materially from those described in these FLS include, but are not limited to, the parties’ failure to obtain the necessary shareholders and the court or otherwise satisfy the conditions for the completion of the proposed arrangement; failure of the parties to obtain such approvals or meet such conditions in a timely manner; the possibility of adverse reactions or changes in business relationships resulting from the completion of the arrangement; the possibility of litigation relating to the arrangement; credit, market, foreign exchange, operational, liquidity and funding risks in general and relating specifically to the Arrangement; significant arrangement costs or unknown liabilities; failure to realize the expected benefits of the proposed arrangement; and general economic conditions; as well as the identified risk factors included in the Company’s public disclosure, including the Annual Information Form dated March 29, 2022, which is available on SEDAR at www.sedar.com and on the Company’s website at www.faxcapitalcorp.com. Failure to obtain the necessary Shareholder and Court approvals, or the parties’ failure to otherwise satisfy the conditions to consummate the Arrangement or to complete the Arrangement, may result in the proposed Arrangement not being carried out according to the methods proposed, or at all . In addition, if the Arrangement is not completed and the Company remains an independent entity, there are risks that the announcement of the Arrangement and the allocation of substantial resources of the Company to the completion of the Arrangement affect its activities. , results of operations and business in general. The FLS in this press release reflect the Company’s current expectations, assumptions, judgments and/or beliefs based on information currently available to the Company, and are subject to change without notice. Accordingly, the reader is cautioned not to place undue reliance on the FLS contained in this press release.
Any FLS is effective only as of the date it is made and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release are expressly qualified by this disclaimer. For further information on the Company, please consult the Company’s continuous disclosure documents available at www.sedar.com.
No securities regulatory authority has approved or disapproved of the contents of this press release. TSX accepts no responsibility for the adequacy or accuracy of this release.