Voted my 1,500 shares in favour of plan of arrangementI took the time to read the Management Information Circular and here is a timeline summary from a date perspective. In short, I think the offer of $44.00 share is reasonable given it was shopped around to 38 potental buys and only three (3) came foraward, but neither offered a higher bid.
Key points from pages 24-29. Sadly, when I post the content the formating is not the greatest, but the dates contains the main points.
22 April 2022: HCG closing price $34.81.
25 April 2022: Received purchase offer of $44.00 per share (26% premium) from Smith Financial Corporation (SFC).
4 May 2022: Issued financial results for Q1 Mortgage originations increased by 72.5%. Q over Q decrease in net income of 30.7%
Closing price $29.60, Book Value (BV) $37.45.
6 - 13 May 2022: Special Committee responded with counter proposal $47.00 per share requesting response by 13 May.
SFC did not respond, and Chair was authorized by board to notify SFC company was not forsale.
16 May 2022: HCG Closing price $27.98 representing 20% decrease.
18 May - 3 August 2022: Average share closing price $26.64, BV $38.72.
4 August 2022: HCG announces 115 million Substantial Issuer Bid (SIB).
Price set between $25.20 and $28.60. SIB would commence 8 August and expire 13 September 2022.
8 August 2022 Closing price $27.69.
9 August 2022: SFC proposes $37.50 per share (initial offer). SFC requesting response 12 August 2022.
10 - 14 August 2022: HCG Special Committee and Board Torys LLP and Financial Adivsers to discuss initial SFC proposal.
14 August 2022: HCG closing price $28.47.
15 August 2022: HCG issues press release of an unsolicited expression of interest and concludes not in best
interest of share holders. HCG closing price $31.28 (9% increase).
19 September 2022: HCG closing price $28.89. BV $40.32
20 September 2022: SFC second proposal of $41.00 per share requesting response by 23 September.
21 September - 2 October 2022: Financial advisors worked with HCG to update their analysis.
2 - 7 October 2022: Parties negotiated terms of second SFC proposal which included a go-shop period.
7 October - 3 November 2022: Parties conduct due diligence.
2 November 2022: SFC requests extension of exclusivity period to 14 November. Granted 6 November.
8 November 2022: HCG reports Q3 with impairment of $9.4 million in non-interest expenses and net income
decreased by 43.5% compared to Q3/2021 due to rapidly rising interest rates.
13 November 2022: Board met with financial advisors to discuss fundamental value of company following Q3 in
which the board concluded the company value remained unchanged.
16 November 2022: Discussion between SFC and HCG Chair and transaction proceeded at $44.00 per share.
16 - 19 November 2022: HCG and SFC concludes due diligence.
18 November 2022: HCG closing price $27.05
20 November 2022: Board meets to review terms and conditions of agreement and fairness opinons.
Shareholders should vote in favour of the arrangement.
21 November 2022: Press release announcing transaction prior to TSX opening. HCG closing price $42.50
Go-Shop Process: 38 potential buyers were contacted. Three companies entered into Confidentiality agreements with HCG.
HCG did not receive any Acquisition Proposal during the Go-Shop Period.
Required Shareholder Approval: 66 2/3% of votes in favour for arrangement to proceed.