DLS DealNet Capital Corp

Dealnet Capital Corp. (TSX VENTURE: DLS) (“Dealnet” or the “Company”) announced on August 24, 2020 a board-supported take-over bid (the “Offer”) of Dealnet by Simply Green Home Services Inc. (“Simply Green”). Capital Partners Corporation and Municipal Home Service Inc. (collectively, the “Concerned Shareholders”) view Simply Green’s offer of $0.16 per share as seriously undervaluing Dealnet and may be overcompensating insiders of the Company.

$0.16 is a “Fire Sale” Price, Not a “Premium”

Dealnet’s investor presentation published on December 5, 2019 (available on Dealnet’s profile at www.sedar.com), less than 9 months ago, demonstrated the breakup value of the Company to be $0.29 per share or more for just the Call Centre, Tax Losses and Residual Cash (at a 5% discount); supported by an institutional analyst covering Dealnet. The same analyst recently commented on the Offer by proclaiming, “the bid looks low”.

The Share Price Does Not Represent the Value of the Company

Based on Dealnet’s public releases, analyst reports, reasonable assumptions and industry metrics, the Concerned Shareholders estimate that the undiscounted value of Dealnet is $0.67 per share, which amount is based on the following estimated component parts:

1. Residual Cash - $0.25 ($72,000,000)
2. Tax Losses - $0.05 ($24,600,000 - Analyst Report)
3. Call Centre Business - $0.05 (Analyst Report)
4. EOT/Renewal of approximately 16,000 leases - $0.17 ($3,000/ lease)
5. Renewal of approximately 23,000 loans - $0.08 ($1,000/ loan)
6. Dealer Relationships/ Originations Engine - $0.06 ($60mm/year X 4% Net Margin X 7 years)
7. Infrastructure, Staff and Technology - $0.01 ($ millions invested)

Simply Green’s Offer is “Simply” Too Low

Simply Green is well capitalized and a force in the industry. The acquisition of Dealnet by Simply Green will likely be highly accretive to Simply Green given that Dealnet’s current operating costs could be significantly reduced as margins and EPS skyrocket when Dealnet is integrated into Simply Green. The Concerned Shareholders also question Simply Green’s motives, noting that an independent analyst recently commented that a partial take-up of the Offer provides the potential for “a go-public transaction for Simply Green.” If Dealnet becomes a public vehicle for a combined Simply Green billion dollar portfolio, shareholders could potentially expect a highly liquid stock valued at dollars not pennies.  

We Believe Dealnet Insiders Will Pocket Millions

Dealnet has not yet filed its executive compensation disclosure for the year ended December 31, 2019 and has recently announced it is relying on temporary exemptions to delay such filings. Although shareholders of Dealnet cannot clearly determine what Simply Green’s offer is worth to Dealnet’s directors and executives, the Concerned Shareholders anticipate that Company insiders stand to pocket millions of dollars in change of control payments, golden parachutes and severance or retention payments, while most shareholders will leave with massive losses.

Dealnet Blocks a Chance to Vote with Questionable Process

In conjunction with announcing the Offer, Dealnet also announced its intention to postpone its annual and special meeting of shareholders that is scheduled for September 22, 2020. This will represent another delay to the meeting that was validly requisitioned by the Concerned Shareholders on May 4, 2020, leaving the shareholders of Dealnet without a voice.

The Dealnet board’s desperate maneuver to delay their fate from a shareholder vote and attempt to tie the Company to a low offer is seemingly driven by self-serving behaviour on the part of the entrenched incumbents. Dealnet Chairman Harold Bridge claims the Offer was supported by the board of Dealnet “after running a thorough process”, however the Concerned Shareholders and certain other logical suitors were not made aware of this “process”. The Concerned Shareholders are considering all available options at law or otherwise as a result of Dealnet’s intention to delay the validly requisitioned shareholder meeting. 

Simply Green’s Offer does not reflect the full value of Dealnet. Accordingly, the Concerned Shareholders intend to reject and not tender any of their Dealnet shares to the Offer. “It may be appealing for some exhausted shareholders to recoup a fraction of their investment at a massive loss but we believe there is nothing to lose and everything to gain by rejecting the Offer,” concluded Dr. Steven Small, CEO of Capital Partners Corporation.

Disclaimer

The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Shareholders are not being asked at this time to execute a proxy in favour of the nominees of the Concerned Shareholders. In connection with Dealnet’s annual general and special meeting of shareholders, the Concerned Shareholders may file and mail a dissident information circular in due course in compliance with applicable securities laws.

Forward Looking Statement

This news release contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. All statements and information, other than statements of historical fact, included herein are forward-looking statements, including, without limitation, statements regarding activities, events or developments that the Concerned Shareholders expect or anticipate may occur in the future. These forward-looking statements can be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or “continue” or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur or, even if they do occur, will result in the performance, events or results expected. We caution readers not to place undue reliance on forward-looking statements contained herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements.

Readers are cautioned that all forward-looking statements involve known and unknown risks and uncertainties, including those risks and uncertainties detailed in the continuous disclosure and other filings of Dealnet, copies of which are available on the System for Electronic Document Analysis at www.sedar.com. We urge you to carefully consider those risks and uncertainties. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Unless expressly stated otherwise, the forward-looking statements included herein are made as of the date of this news release and the Concerned Shareholders disclaim any obligation to publicly update such forward-looking statements, except as required by applicable law.

Contact Information

Dr. Steven Small(647) 699-5066  ssmall@cpcorp.ca