CI offer to buy back up to 4,857,142 shares at $17.50 CI Financial Corp. (TSX: CIX) ("CI Financial" or the "Corporation") announced today it has commenced its previously announced substantial issuer bid (the "Offer"), pursuant to which the Corporation will offer to purchase up to 4,857,142 (the "Maximum Number of Shares") of its outstanding common shares (the "Shares") from holders of Shares (the "Shareholders") for cash, at a purchase price of $17.50 per Share (the "Purchase Price"). As of February 23, 2024, there were 156,240,227 Shares issued and outstanding. The Offer would be for approximately 3.11% of the total number of issued and outstanding Shares.
If more than the Maximum Number of Shares are validly deposited and not withdrawn, then such deposited Shares will be purchased as follows: (a) first, the Corporation will purchase all Shares validly tendered by Shareholders who own, as of the close of business on the Expiration Date, fewer than 100 Shares (the "Odd Lot Holders"), up to the Maximum Number of Shares; and (b) second, in the event Odd Lot Holders have tendered less than the Maximum Number of Shares, the Corporation will purchase all Shares tendered by Shareholders on a pro rata basis according to the number of Shares deposited or deemed to be deposited by the depositing Shareholders, less the number of Shares purchased from Odd Lot Holders (with adjustments to avoid the purchase of fractional Shares). Shares that are not taken up in connection with the Offer will be returned to Shareholders that tendered to the Offer.
The Offer commenced on February 26, 2024, and expires at 5:00 p.m. (Toronto time) on April 2, 2024, (the "Expiration Date"), unless withdrawn or extended.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 Corporation 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 (as defined below).
The Board of Directors of the Corporation believes that the Offer is an advisable use of the Corporation’s financial resources given its available cash resources, its ongoing cash requirements and access to capital markets, as well as the fact that the Corporation believes its Shares are undervalued. The Offer provides CI Financial with the opportunity to return up to $85 million 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, are 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 February 26, 2024, on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") at www.sedarplus.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer. In particular, the Offer Documents describe certain tax consequences to Shareholders of selling Shares under the Offer, including that Shareholders who sell Shares under the Offer are generally expected to receive a dividend equal to the excess of the Purchase Price over the paid-up capital of the Share for purposes of the Income Tax Act (Canada), which paid-up capital the Corporation estimates will be approximately $10.7284 per Share on the Expiration Date.
The Board of Directors of the Corporation has obtained a liquidity opinion (the "Liquidity Opinion") from National Bank Financial Inc. ("NBF") to the effect that, based on and subject to the qualifications, assumptions and limitations stated in the Liquidity Opinion, as of February 22, 2024, (a) a liquid market for the Shares exists and (b) 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 holders of Shares 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. Reference should be made to the complete version of NBF’s Liquidity Opinion, a copy of which will be included in the Offer Documents.
The Corporation has further engaged NBF to act as its dealer manager and financial advisor in connection with the Offer. The Corporation has also engaged Computershare Investor Services Inc. ("Computershare") to act as depositary for the Offer.
The Board of Directors of the Corporation has approved the Offer. However, none of the Corporation, its Board of Directors, NBF 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.