TORONTO, Feb. 28,
2023 /CNW/ - ICPEI Holdings Inc. (the "Company")
(TSXV: ICPH) is pleased to announce the completion of the
previously announced plan of arrangement (the "Arrangement")
pursuant to which certain key members of management and other
existing shareholders of the Company (collectively, the "Rollover
Shareholders"), Desjardins General Insurance Group Inc. and certain
other investors indirectly acquired all of the outstanding common
shares of the Company (the "Shares") for $4.00 per Share (other than with respect to
certain Shares held by Rollover Shareholders).
The Shares are expected to be de-listed from the TSX Venture
Exchange at the close of trading on or after March 2, 2023. The Company also intends to apply
to cease to be a reporting issuer under the securities legislation
of each province and territory of Canada.
Further details regarding the terms and conditions of the
Arrangement are set out in the management information circular of
the Company dated January 11, 2023
(the "Circular") and the arrangement agreement dated December 9, 2022 each of which are available
under the Company's SEDAR profile at www.sedar.com. Information is
also available in the Company's news releases issued on
December 9, 2022, February 13, 2023 and February 24, 2023 which announced the
Arrangement, the results of the special meeting of shareholders and
receipt of the final order, respectively.
Enclosed with the Circular was a letter of transmittal
explaining how registered shareholders of the Company can submit
their Shares in order to receive consideration pursuant to the
Arrangement. Registered shareholders who have questions or require
assistance with submitting their Shares in connection with the
Arrangement may direct their questions to Computershare Investor
Services Inc., which is acting as depositary in connection with the
Arrangement, toll free at 1-800-564-6253 or by email at
corporateactions@computershare.com. Non-registered shareholders may
direct their questions to their broker or other intermediary.
Caution regarding forward-looking information and
statements
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of the
Company's beliefs, intentions and expectations about developments,
results and events which will or may occur in the future,
constitute "forward-looking information" within the meaning of
applicable Canadian securities legislation. Forward-looking
information relates to future events or future performance, reflect
current expectations or beliefs regarding future events and is
typically identified by words such as "anticipate", "believe",
"could", "estimate", "expect", "intend", "likely", "may", "plan",
"seek", "should", "will" and similar expressions suggesting future
outcomes or statements regarding an outlook. Forward-looking
information includes, but is not limited to, statements with
respect to the expected de-listing of the Shares and the Company's
application to cease to be a reporting issuer.
Forward-looking information is based upon certain assumptions
and other important factors that, if untrue, could cause the actual
results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such information. There can be
no assurance that such information will prove to be accurate.
Although the Company believes that the forward-looking information
in this news release is based on information and assumptions that
are current, reasonable and complete, this information is by its
nature subject to a number of factors, many of which are beyond the
Company's control, that could cause actual results to differ
materially from management's expectations and plans as set forth in
such forward-looking information, including, without limitation,
the risks inherent to the Company's business and/or factors beyond
its control which could have a material adverse effect on the
Company. The Company cautions that the foregoing list is not
exhaustive of all possible factors that could impact the Company's
results.
Investors and others should carefully consider the foregoing
factors and other uncertainties and potential events and should not
rely on the Company's forward-looking information to make decisions
with respect to the Company. Furthermore, the forward-looking
information contained herein are made as of the date of this
document and the Company does not undertake any obligation to
update or to revise any of the included forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable law. All
forward-looking information contained herein is expressly qualified
by this cautionary statement .
About ICPEI Holdings Inc.
Founded in 1998, ICPEI Holdings Inc. operates in the Canadian
property and casualty insurance industry through its wholly owned
subsidiary The Insurance Company of Prince Edward Island (ICPEI). ICPEI provides
commercial and personal lines of insurance products exclusively
through the broker channel.
The Company's name was changed from EFH Holdings Inc. to ICPEI
Holdings Inc. after receiving approval from shareholders on
July 15, 2021. It trades on the TSX
Venture Exchange under the symbol ICPH effective August 20, 2021, and prior to December 23, 2020, it traded on the Toronto Stock
Exchange.
SOURCE ICPEI Holdings Inc.
