Natixis Investment Managers to Sell Block of Fiera Shares Natixis Investment Managers and Fiera Capital renew distribution agreement
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MONTREAL and PARIS, Jan. 12, 2022 /CNW/ - Fiera Capital Corporation (TSX: FSZ) ("Fiera Capital" or the "Company") and Natixis Investment Managers ("Natixis IM") today announced that Natixis IM intends to sell all of the 10.68 million class A subordinate voting shares ("Class A Shares") that it currently holds in Fiera Capital through an indirect wholly-owned subsidiary.
Fiera Capital and Natixis IM intend to enter into a private agreement for the repurchase for cancellation of 3.56 million Class A Shares for an aggregate repurchase price of $34,888,000. In addition, Natixis IM will pay Fiera Capital a transaction fee.
In a separate transaction, Natixis IM intends to sell 7.12 million Class A Shares through a syndicate led by RBC Capital Markets by way of a prospectus-exempt bought deal block trade.
The transactions are expected to be entered into later today and settled on January 14, 2022. Closing of the share repurchase will be conditional upon closing of the bought deal block trade. Following the transactions, Natixis IM will no longer hold any Fiera Capital shares. However, the distribution agreement entered in May 2019 between Natixis IM and Fiera Capital establishing Fiera Capital as Natixis' preferred Canadian distributor for its investment strategies will remain in force, subject to certain amendments. The Investor Rights Agreement between Natixis and Fiera Capital, the Call Option Agreement between Natixis IM and Fiera Capital L.P. and the Voting Arrangements / Put Option Agreement between Natixis IM and Jean-Guy Desjardins will be terminated.
"Value creation by way of strategic and efficient capital allocation decisions is a fundamental pillar of Fiera Capital's strategy. Accordingly, purchasing shares from Natixis Investment Managers represents a unique opportunity for us to buy back our shares at an attractive price, which is consistent with this vision while also supporting our objectives under our normal course issuer bid," said Jean-Guy Desjardins, Executive Chairman of the Board of Fiera Capital.
"We are pleased to continue collaborating with Natixis Investment Managers through our distribution agreement, which resulted in Fiera Capital being able to offer an even broader selection of complementary investment strategies to our clients, therefore allowing for further portfolio customization. We look forward to continue building on this partnership," added JeanPhilippe Lemay, Global President and Chief Executive Officer of Fiera Capital.
"We are pleased to continue our strategic distribution partnership with Fiera Capital, which has enabled both firms to offer our clients a complementary range of investment strategies to help them reach their financial goals," said Tim Ryan, Chief Executive Officer of Natixis Investment Managers. "Divesting our shares in Fiera Capital will provide us with additional flexibility to allocate capital in line with our long-term strategic priorities."
A favorable decision was obtained from the Autorit des marchs financiers to exempt Fiera Capital from the issuer bid requirements under securities laws applicable to the share repurchase, which will be made at a discount in accordance with the decision.
The share repurchase will count towards the maximum number of Class A Shares that may be repurchased under Fiera Capital's normal course issuer bid ("NCIB"), which allows for purchases outside the facilities of the Toronto Stock Exchange by private agreements pursuant to exemption orders issued by securities regulatory authorities. Under the NCIB, Fiera Capital was authorized to repurchase up to 4,000,000 Class A Shares by August 15, 2022. In connection with the share repurchase, Fiera Capital intends to amend the NCIB in order to increase the maximum number of Class A Shares that may be repurchased to 6,335,600 Class A Shares (representing 10% of the public float of the Class A shares on August 2, 2021), effective on January 17, 2022. Fiera Capital will not be allowed to make any additional purchases under the NCIB until such amendment becomes effective. As at January 12, 2022, Fiera Capital had repurchased 1,025,522 Class A Shares under its NCIB.
Information regarding the share repurchase, including the number of Class A Shares purchased for cancellation and aggregate price paid, will be available on the SEDAR website at www.sedar.com following the completion thereof. Fiera Capital will not issue any additional press release in respect of these transactions.