CF Canaccord Genuity Group Inc

TORONTO, May 8, 2023 /CNW/ - 1373113 B.C. Ltd. (the "Offeror") and a management-led group consisting of officers and employees (collectively, the "CG Employee Group", and together with the Offeror, the "Offerors") of Canaccord Genuity Group Inc. ("Canaccord Genuity" or the "Company") (TSX: CF) and its subsidiaries that have offered to acquire all of the issued and outstanding common shares of the Company (other than certain common shares beneficially owned by the CG Employee Group) (the "Offer"), today provided certain updates in relation to the Offer.

The Offerors are assessing the impact of the developments (the "Developments") regarding the regulatory approval process for the Offer announced by the Company on May 8, 2023 (the "Company Update"), including that certain regulatory approvals for a change in control that are conditions to the Offer will likely not be received in a timely enough manner to permit completion of the Offer prior to its current expiry time of 11:59 p.m. (Eastern Standard Time) on June 13, 2023, and may not be received prior to expiration of the Offeror's financing commitments for the Offer on August 9, 2023. The Offerors are not currently in a position to make, and have not made, any determinations at this time, but will continue to consider, as further information is made available, any options presently or that may become available to them in connection with the Developments. As a result of the Developments, there can be no assurance that the Offer will be completed or, if completed, what the terms and conditions of the Offer might be. The Offerors do not expect nor intend to provide any further updates in connection with the Developments, unless as may be required by applicable law.

The Offeror also confirms that, as disclosed in the Company Update, it has, at the request of the Special Committee of the Board of Directors of the Company, agreed that it will no longer be a condition of the Offer that the Company not commence any process, proposal, plan or intention related to the sale of a material asset of the Company.

The Offeror expects to file and mail a notice of variation and/or change with respect to the foregoing during the week of May 8, 2023.

The Offer to acquire all of the issued and outstanding common shares of the Company (other than certain common shares beneficially owned by the CG Employee Group) at a price of C$11.25 per common share is open for acceptance until 11:59 p.m. (Eastern Standard Time) on June 13, 2023, unless extended, accelerated or withdrawn.

The Offer is subject to a number of conditions that are set out in the Offer and take-over bid circular and related offer documents ("Offer Documents"). Subject to applicable law, the Offeror reserves the right to withdraw, accelerate or extend the Offer and to not take up and pay for any common shares deposited under the Offer unless each of the conditions of the Offer is satisfied or, where permitted, waived by the Offeror at or prior to the expiry of the Offer. Where permitted by applicable law, any waiver of a condition, withdrawal of the Offer or variation to the terms of the Offer will be effective upon written notice to the Company's depositary and information agent, Kingsdale Advisors, to then communicate such notice to registered holders of common shares ("Shareholders") and holders of convertible securities of the Company. Any such written notice delivered to the Company's depositary and information agent will be publicly announced by the Offeror promptly thereafter.

Shareholders are strongly encouraged to read the Offer Documents carefully and in their entirety since they contain additional important information regarding the terms and the conditions of the Offer as well as detailed instructions on how Shareholders can tender their common shares to the Offer.

Shareholders who have questions or require assistance in depositing common shares to the Offer should contact Kingsdale Advisors, the depositary and information agent for the Offer, at 1-866-581-0512 toll free in North America, at 1-416-867-2272 outside of North America or via email at contactus@kingsdaleadvisors.com.

Copies of the Offer Documents filed with the Canadian securities regulatory authorities are available electronically without charge under Canaccord Genuity's profile on SEDAR at www.sedar.com or at www.CGEmployeeGroup.com.

This news release does not constitute an offer to buy or an invitation to sell, or a solicitation of an offer to sell or invitation to sell, any of the securities of Canaccord Genuity. The Offer is made exclusively by means of, and subject to the terms and conditions set out in, the Offer Documents. While the Offer will be made to all holders of common shares, the Offer will not be made or direct to, nor will deposits of common shares be accepted from or on behalf of Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

This document contains forward-looking information and statements as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking 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. Forward-looking statements include, but are not limited to, statements regarding: the Offer, including the anticipated timing, mechanics, completion, settlement, results and effects of the Offer; the ability of the Offerors to complete the transactions contemplated by the Offer; the impact of the Developments on the Offer, the timing for the filing of a notice of variation and/or change, the Offeror's objectives, strategies, intentions, expectations and plans for Canaccord Genuity, the ability of the Offerors to complete the transactions contemplated by the Offer, and the satisfaction of conditions to the Offer or that they be satisfied in a timely manner; and any other statements that are not facts. Such forward-looking statements reflect the Offeror's current beliefs and are based on information currently available. 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 (including slowing economic growth, inflation and rising interest rates), the dynamic nature of the financial services industry and the risks and uncertainties and the potential continued impacts of the coronavirus (COVID-19) pandemic on the Company's business operations and on the global economy, and the impact of the war in Ukraine and the resulting humanitarian crisis on the global economy, in particular its effect on global oil, agriculture and commodity markets.

Although the forward-looking statements contained in this document are based upon what the Offeror believes are reasonable assumptions, there can be no assurance that actual results will be consistent with those expressed or implied by such forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, the Offeror 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. 

None of the Offerors, or any of their respective subsidiaries, affiliates, associates, officers, partners, employees, representatives and advisers, makes any representation or warranty, express or implied, as to the fairness, truth, fullness, accuracy or completeness of the information contained in this document or otherwise made available, nor as to the reasonableness of any assumption contained herein, and any liability therefore (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. Nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein.

SOURCE 1373113 B.C. Ltd.