- New Special Committee to Continue Mandate Currently in Progress
Evaluating Management Group Bid
- No Impact on Management Group $11.25 Bid
TORONTO, March 13,
2023 /CNW/ - Canaccord Genuity Group Inc. (TSX: CF)
(the "Company") announced today that Gillian Denham, Dipesh
Shah, Charles Bralver and
Sally Tennant (the "Former Special
Committee Directors") and Francesca
Shaw provided the Company notice of their resignation from
the Board of Directors ("Board") of the Company.
The Former Special Committee Directors had comprised the Special
Committee of independent directors that were evaluating and
considering the take-over bid from certain members of the Company's
management team (the "Management Group") to acquire all the common
shares of the Company not already owned by the Management Group at
a price of $11.25 per share (the
"Offer"). The resignations follow a request on March 7, 2023 by SKKY Capital Corporation Limited
("SKKY Capital"), a significant shareholder, for a shareholders'
meeting to remove the Former Special Committee Directors. The
resignation letter indicated in part that it is the view of the
Former Special Committee Directors that they could not satisfy
their fiduciary duties to the Company and fulfil their mandate in
the circumstances. Further, the Former Special Committee Directors
indicated that they believed that the breakdown with management and
others through the course of the bid was irreparable.
As a result of the resignation of the directors, the Board
convened two meetings on March 12,
2023 (the "Meetings"). In the Meetings, the Board appointed
Terrence Lyons as a new director of
the Board to fill one of the vacancies created on the Board.
Mr. Lyons is the former Lead Director and Chair of the Audit and
Risk Committee of the Company, having served as a director of the
Company from 2004-2022. Additional biographical information
regarding Mr. Lyons is set out below. Mr. Lyons has an impeccable
governance track record and has been deemed independent by the
Company in each year he previously served as a director. Mr. Lyons
is independent of SKKY Capital and the Management Group.
At the Meetings, pursuant to a resolution passed by independent
members of the Board, the Board approved the appointment of new
members of the Special Committee being Michael Auerbach (Chair) and Terrence Lyons. In addition, the Board appointed
Terrence Lyons as its new Lead
Director. The Audit and Risk Committee is now comprised of
Terrence Lyons (Chair), Michael Auerbach and Jo-Anne O'Connor and the Corporate Governance
and Compensation Committee (the "CGC Committee") is now comprised
of Michael Auerbach (Chair),
Jo-Anne O'Connor and Terrence Lyons.
With these changes, the Board is now comprised of five (5)
directors, of which three (3) are independent. The CGC Committee
will be reviewing the director complement against the Company's
skills matrix to guide the appointment of any additional
directors.
Since the initial announcement pertaining to of the Offer on
January 9, 2023, the Company's
business and operations have continued to perform in-line with
expectations. The Company and its management team remain
steadfastly committed to continuing to seek the best possible
results for the Company's employees, clients and shareholders as
the Special Committee and the independent members of the Board
review the Offer.
The Company has received confirmation that the Management
Group's bid is unaffected by these developments.
The Special Committee intends on continuing the mandate in
progress to review and evaluate the Management Group's bid and has
engaged with securities regulators to allow for a delay in the
dissemination of a directors circular. The Special Committee has
retained Norton Rose Fulbright Canada LLP as its independent legal
counsel.
Terrence
(Terry) Lyons
Terrence (Terry) Lyons, ICD.D,
age 73, is a corporate director and currently serves as Lead
Director and Chair of the Audit and Risk Committee. He is an
Independent Director and Chair of the Audit Committee of Martinrea
International Inc. He is also a Director of several public and
private corporations, including Three Valley Copper Corp.
(Chairman), Mineral Mountain Resources Ltd. and Waterotor
Technologies Inc. (Chairman). Mr. Lyons is a retired Managing
Partner of Brookfield Asset Management, past Chairman of Polaris
Materials Corp. (recently acquired by Vulcan Materials), Northgate
Minerals Corp. (now Alamos Gold), Eacom Timber Corp. (acquired by
Interfor) and Westmin Mining and Vice-Chairman of Battle Mountain
Gold (acquired by Newmont Gold). He was previously on the Board of
Directors of Canaccord Genuity Group Inc. for 18 years from 2004 to
2022, having served as Lead Director and Chair of the Audit
Committee.Terry is a Civil Engineer (UBC) with an MBA from
Western University. He is a Member
Emeritus of the Advisory Board of the Richard Ivey School of
Business and is active in sports and charitable activities, is a
past Governor of the Olympic Foundation of Canada, past Chairman of The Mining
Association of B.C., past Governor and member of the Executive
Committee of the B.C. Business Council, past Co-Chair of the B.C.
Business Hall of Fame, past Director of the Institute of Corporate
Directors (BC) and a former director of the BC Pavilion Corp.
(Pavco). In 2007, he was awarded the INCO Medal by the Canadian
Institute of Mining and Metallurgy for distinguished service to the
mining industry.
ABOUT CANACCORD GENUITY GROUP
INC.
Through its principal subsidiaries, Canaccord Genuity Group Inc.
(the "Company") is a leading independent, full-service financial
services firm, with operations in two principal segments of the
securities industry: wealth management and capital markets. Since
its establishment in 1950, the Company has been driven by an
unwavering commitment to building lasting client relationships. We
achieve this by generating value for our individual, institutional
and corporate clients through comprehensive investment solutions,
brokerage services and investment banking services. The Company has
wealth management offices located in Canada, the UK, Guernsey, Jersey, the Isle of
Man and Australia. The Company's
international capital markets division operates in North America, UK & Europe, Asia,
Australia, and the Middle East.
Canaccord Genuity Group Inc. is publicly traded under the symbol
CF on the TSX.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
This press release may contain "forward-looking information" as
defined under applicable securities laws ("forward-looking
statements"). These statements relate to future events or future
performance and reflect management's expectations, beliefs, plans,
estimates, intentions and similar statements concerning anticipated
future events, results, circumstances, performance or expectations
that are not historical facts, including business and economic
conditions and Canaccord Genuity Group's growth, results of
operations, performance and business prospects and opportunities.
Such forward- looking statements reflect management's current
beliefs and are based on information currently available to
management. In some cases, forward-looking statements can be
identified by terminology such as "may", "will", "should",
"expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential", "continue", "target", "intend", "could" or the
negative of these terms or other comparable terminology. By their
very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and a number of factors
could cause actual events or results to differ materially from the
results discussed in the forward-looking statements.
In evaluating these statements, readers should specifically
consider various factors that may cause actual results to differ
materially from any forward-looking statement. These factors
include, but are not limited to, market and general economic
conditions; the length of a regulatory review and approval of the
transaction; ability of the parties to meet closing conditions; the
dynamic nature of the financial services industry;; and the risks
and uncertainties discussed from time to time in the Company's
interim condensed and annual consolidated financial statements, its
annual report and its annual information form ("AIF") filed on
www.sedar.com as well as the factors discussed in the sections
entitled "Risk Management" and "Risk Factors" in the AIF, which
include market, liquidity, credit, operational, legal and
regulatory risks.
Although the forward-looking statements contained in this press
release are based upon assumptions that the Company believes are
reasonable, there can be no assurance that actual results will be
consistent with these forward-looking statements. The
forward-looking statements contained in this press release are made
as of the date of this press release and should not be relied upon
as representing the Company's views as of any date subsequent to
the date of this press release. Except as may be required by
applicable law, the Company does not undertake, and specifically
disclaims, any obligation to update or revise any forward-looking
statements, whether as a result of new information, further
developments or otherwise.
www.cgf.com/investor-relations
SOURCE Canaccord Genuity Group Inc.