CI Financial Corp. (“CI” or the “Corporation”) (TSX: CIX) has announced the mailing of its management information circular and related materials for the upcoming special meeting of shareholders (the “Meeting”). The Meeting will allow shareholders to consider and vote on CI’s proposed plan of arrangement (the “Arrangement”) with an affiliate of funds managed by Mubadala Capital (the “Purchaser”). As part of the Arrangement, all issued and outstanding shares of CI will be acquired for $32.00 per share in cash, excluding shares held by senior management participating in equity rollover agreements (the “Rollover Shareholders”). Detailed information can be found on CI’s SEDAR+ profile (www.sedarplus.ca) and the company’s investor relations website (http://ir.cifinancial.com).
Significant Premium Offered to Shareholders
The proposed cash consideration of $32.00 per share represents a substantial premium across multiple trading periods leading up to November 22, 2024, the last trading day prior to the Arrangement announcement:
- A 33% premium compared to the one-day closing price on the TSX.
- A 58% premium to the 60-day volume-weighted average price.
- A 31% premium over the 52-week high.
Board and Special Committee Endorse the Arrangement
A Special Committee of independent directors, alongside Board of Directors (excluding interested directors), unanimously determined that the Arrangement is in the best interests of the Corporation. Following this conclusion, both groups have recommended that shareholders (excluding Rollover Shareholders) vote FOR the Arrangement Resolution.
In reaching this decision, the Special Committee and Board relied on input from management, legal and financial advisors, and an independent fairness opinion from INFOR Financial Inc. This opinion concluded that the $32.00 per share cash consideration is fair, from a financial perspective, for shareholders not participating in the equity rollover agreement. Further details are available in the management information circular.
Voting Support Agreements in Place
Directors and executive officers of , collectively controlling approximately 16.88% of outstanding shares, have entered into voting support agreements with the Purchaser. These agreements commit them to vote in favor of the Arrangement at the Meeting.
How to Participate and Vote
The Meeting is scheduled to take place virtually on February 12, 2025, at 10:00 a.m. (Toronto Time) via the link https://meetings.lumiconnect.com/400-547-913-434. Shareholders are urged to vote their shares ahead of the Meeting using the instructions provided in the proxy or voting form included with the circular.
Voting Deadlines:
Shareholders must submit their completed proxies or voting instruction forms by Monday, February 10, 2025, at 10:00 a.m. (Toronto Time). For adjourned or postponed Meetings, the deadline will be 48 hours (excluding weekends and holidays in Ontario) before the reconvened Meeting.
Voting Methods:
| Method | Registered Shareholders | Beneficial Shareholders |
|---|---|---|
| Online | Visit www.investorvote.com | Visit www.proxyvote.com |
| Phone | Call 1-866-732-8683 | Canada: 1-800-474-7493 (EN) or 1-800-474-7501 (FR); USA: 1-800-454-8683 |
| Return the completed Form of Proxy or Voting Instruction Form in the enclosed postage-paid envelope | Return the completed Voting Instruction Form as per instructions provided by your broker, bank, or intermediary. |
Why Shareholders Should Support the Arrangement
Immediate and Certain Value
The $32.00 per share cash offer ensures immediate liquidity and certainty for shareholders, eliminating market volatility and the risks associated with holding equity in a public company.
Strategic Fit and Financial Strength
The proposed acquisition by Mubadala Capital aligns with CI’s long-term strategic goals, offering access to significant resources that can accelerate growth and operational excellence. Mubadala Capital’s global expertise and financial backing are expected to benefit and its stakeholders.
Fairness and Transparency
The rigorous review process, including the fairness opinion from INFOR Financial Inc., ensures that the Arrangement is equitable and in the best interest of all shareholders. The substantial premium to trading price underscores the value being delivered to shareholders.
What Happens Next?
Following the shareholder vote, the Arrangement must receive additional regulatory approvals and satisfy closing conditions. If approved, shareholders will receive $32.00 per share in cash, and the Rollover Shareholders will participate in equity arrangements with the Purchaser. The acquisition marks a significant milestone in evolution, positioning the Corporation for long-term success under Mubadala Capital’s ownership.
CI Financial’s proposed Arrangement with Mubadala Capital offers shareholders a compelling opportunity to realize significant value at a premium price. With strong endorsements from the Board, Special Committee, and major shareholders, the Arrangement represents a transformative step for the Corporation. Shareholders are encouraged to review the detailed materials available on SEDAR+ and the company’s website and to vote in favor of the Arrangement by the February 10, 2025 deadline.
Your participation in this process is crucial. Please ensure your voice is heard by voting your shares today. For further assistance or information, shareholders may contact CI Financial’s investor relations team or visit the company’s website.
