TORONTO, Nov. 7, 2023
/CNW/ - E-L Financial Corporation Limited (TSX: ELF) (TSX:
ELF.PR.F) (TSX: ELF.PR.G) (TSX: ELF.PR.H) (the "Company")
announced today its intention to commence a substantial issuer bid
(the "Offer") pursuant to which the Company will offer to
purchase up to $100,000,000 in value
of its outstanding common shares (the "Shares") from holders
of Shares (the "Shareholders") for cash. As of November 7, 2023, there were 3,552,390 Shares
issued and outstanding. The Offer would be for approximately 3.1%
of the total number of issued and outstanding Shares if the
purchase price is determined to be $900.00 (which is the minimum price per Share
under the Offer) or approximately 2.7% of the total number of
issued and outstanding Shares if the purchase price is determined
to be $1,050.00 (which is the
maximum price per Share under the Offer).
The Offer will proceed 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
$900.00 and not more than
$1,050.00 per Share in increments of
$10.00 per Share, 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 to be determined by auction tenders.
The purchase price to be paid by the Company 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.
The purchase price will be the lowest price which enables the
Company to purchase the maximum number of Shares not exceeding an
aggregate of $100,000,000 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 tendered
pursuant to auction tenders and purchase price tenders is greater
than the amount available for auction tenders and purchase price
tenders, the Company will purchase Shares from the Shareholders who
made purchase price tenders or tendered at or below the finally
determined purchase price on a pro rata basis, except that "odd
lot" holders (holders of less than 100 Shares) will not be subject
to proration.
The Offer will commence on November
10, 2023 and expire at 5:00 p.m.
(Eastern time) on December 15,
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 Company
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.
The closing price of the Shares on the TSX on November 7, 2023, the last full trading day prior
to the Company's announcement of its intention to make the Offer,
was $873.06.
The Board of Directors of the Company believes that the Offer is
a prudent use of the Company's financial resources given the
Company's business profile and assets, the current market price of
the Shares and the Company's ongoing cash requirements. The Board
of Directors of the Company also believes the Offer will provide
Shareholders with the option to access additional liquidity with
respect to their Shares. The Offer provides the Company with the
opportunity to return up to $100,000,000 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, will be
included in the formal offer to purchase and issuer bid circular
and other related documents (the "Offer Documents"),
which are expected to be mailed to Shareholders, filed with
applicable Canadian Securities Administrators and made available
free of charge on or about November 7, 2023 on SEDAR+ at
www.sedarplus.ca. Shareholders should carefully read the Offer
Documents prior to making a decision with respect to the Offer.
The Board of Directors of the Company has obtained a liquidity
opinion from Cormark Securities Inc. ("Cormark") to the
effect that, based on and subject to the qualifications,
assumptions and limitations stated in such opinion, a liquid market
for the Shares exists as of the date hereof, and that it is
reasonable to conclude that, following the completion of the Offer
in accordance with its terms, there will be a market for the
Shareholders 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. A copy of the opinion of Cormark will be included in
the Offer Documents.
The Company has engaged TD Securities Inc. ("TD
Securities") to act as financial advisor and dealer manager in
connection with the Offer. The Company has also engaged
Computershare Investor Services Inc. ("Computershare") to
act as depositary for the Offer.
The Board of Directors of the Company has approved the Offer.
However, none of the Company, its Board of Directors, TD
Securities, Cormark or Computershare makes any recommendation to
any Shareholder as to whether to deposit or refrain from depositing
Shares under the Offer. Shareholders are urged to evaluate
carefully all information in the Offer, consult their own
financial, legal, investment and tax advisors 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).
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of offer to sell
Shares. The solicitation and the offer to buy Shares will only be
made pursuant to the Offer Documents.
Any questions or requests for information regarding the Offer
should be directed to Computershare, as the depositary at: (514)
982-7555, or TD Securities, as the dealer manager at: (416)
982-3412.
About E-L Financial Corporation Limited
The Company operates as an investment and insurance holding
company. In managing its operations, the Company distinguishes
between two operating segments, E-L Corporate and Empire Life.
E-L Corporate represents investments in stocks and fixed income
securities held directly and indirectly through pooled funds,
closed-end investment companies and other investment companies. The
investment strategy is to accumulate shareholder value through
long-term capital appreciation and dividend and interest income
from its investments.
Empire Life is a subsidiary of the Company. Since 1923, Empire
Life has provided individual and group life and health insurance,
investment and retirement products to Canadians. Empire Life's
mission is to make it simple, fast and easy for Canadians to get
the investment, insurance and group benefits coverage they need to
build wealth, generate income, and achieve financial security.
Forward Looking Statements
This press release may contain forward-looking information
within the meaning of applicable securities regulation. The words
"may", "will", "would", "should", "could", "expects", "plans",
"intends", "trends", "indications", "anticipates", "believes",
"estimates", "predicts", "likely" or "potential" or the negative or
other variations of these words or other comparable words or
phrases, are intended to identify forward-looking statements. These
statements include, without limitation, statements regarding the
Company's intentions and expectations with respect to the Offer,
the terms and conditions of the Offer, including the aggregate
number and dollar amount of Shares to be purchased for cancellation
under the Offer, the expected expiration date of the Offer, and
purchases thereunder and the effects of purchases under the Offer.
Purchases made under the Offer are not guaranteed and may be
suspended at the discretion of the Board of Directors. The Company
believes the expectations reflected in the forward-looking
statements in this press release are reasonable but no assurance
can be given that these expectations will prove to be correct and
such forward- looking statements should not be unduly relied upon.
Forward-looking information is based on a number of assumptions and
is subject to a number of risks and uncertainties that may cause
the results or events mentioned in this press release to differ
materially from those that are discussed in or implied by such
forward-looking information. These risks and uncertainties include,
but are not limited to, general, local economic, and business
conditions. All forward-looking information in this press release
speaks as of the date hereof. The Company does not undertake to
update any such forward-looking information whether as a result of
new information, future events or otherwise. Additional information
about these assumptions and risks and uncertainties is disclosed in
filings with securities regulators filed on SEDAR+
(www.sedarplus.ca).
SOURCE E-L Financial Corporation