CLIFFSIDE CAPITAL LTD. SHAREHOLDERS OVERWHELMINGLY APPROVE ARRANGEMENT WITH CLIFFSIDE LTD.
CNW Group
4 min read
TORONTO, Sept. 4, 2024 /CNW/ - Cliffside Capital Ltd. ("Cliffside" or the "Company") (TSXV: CEP) is pleased to announce that the shareholders of the Company (the "Shareholders") have approved a special resolution (the "Arrangement Resolution") authorizing a plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Arrangement"), previously announced on July 16, 2024, at the annual and special meeting of Shareholders held earlier today (the "Meeting").
The purpose of the Meeting was to consider and vote upon, among other things, the Arrangement Resolution authorizing the Arrangement and approving the transactions contemplated in the arrangement agreement dated July 16, 2024 among the Company, Cliffside Ltd. (the "Purchaser"), CFLP Limited Partnership and LC Asset Management Corporation, pursuant to which, among other things, the Purchaser will acquire all of the issued and outstanding common shares of the Company (each, a "Common Share") for consideration of $0.10 per Common Share, other than Common Shares held by certain Shareholders that validly elect to receive common shares in the capital of the Purchaser in exchange for their Common Shares ("Share Electing Shareholders").
A total of 85,140,885 Common Shares were represented in person or by proxy at the Meeting, representing approximately 87.53% of the issued and outstanding Common Shares.
Approval of the Arrangement
For the Arrangement to proceed, the Arrangement Resolution required the approval of: (i) at least two-thirds of the votes cast by Shareholders, voting as a single class; and (ii) a simple majority of the votes cast by Shareholders (excluding Common Shares required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")).
At the Meeting, the Arrangement Resolution was approved by: (i) 84,997,034 votes cast at the Meeting, representing approximately 100% of the Shareholders present in person or represented by proxy at the Meeting; and (ii) 56,369,183 votes cast at the Meeting, representing approximately 100% of the Shareholders present in person or represented by proxy at the Meeting (excluding Common Shares required to be excluded pursuant to MI 61-101). Accordingly, the Shareholder approval required in order to proceed with the Arrangement has been obtained. Additionally, the Company is pleased to advise that the Arrangement Resolution was approved by 28,713,272 votes cast at the Meeting, representing approximately 100% of the Shareholders present in person or represented by proxy at the Meeting (excluding Common Shares required to be excluded pursuant to MI 61-101 and Common Shares held by Share Electing Shareholders).
In addition to the Arrangement Resolution, at the Meeting, the Shareholders also approved: (i) the election of Michael Stein, Mark H. Newman, Keith L. Ray, Todd Skinner, Stephen Malone and Richard Valade as directors of Cliffside; (ii) the re-appointment of PricewaterhouseCoopers LLP as the auditors of the Company for the ensuing year and authorization of the directors of the Company to fix their remuneration; and (iii) an ordinary resolution approving the stock option plan of the Company.
Name
Outcome of Vote
Votes For
Votes Withheld
Michael Stein
Elected
84,997,034
100%
2
0%
Mark H. Newman
Elected
84,997,034
100%
2
0%
Keith L. Ray
Elected
84,997,034
100%
2
0%
Todd Skinner
Elected
84,997,034
100%
2
0%
Stephen Malone
Elected
84,997,034
100%
2
0%
Richard Valade
Elected
84,997,034
100%
2
0%
Transaction Update
The Arrangement is expected to become effective in September 2024, subject to, among other things, the Company obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on September 11, 2024. Following the completion of the Arrangement, it is expected that the Common Shares will be delisted from the TSX Venture Exchange (the "TSXV") and, following the delisting of the Common Shares, the Company intends to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
About Cliffside
Cliffside is focused on investing in strategic partnerships with parties who have specialized expertise and a proven track record in originating and serving loans and similar types of financial assets. Cliffside's strategy is to generate revenue as an investor, affording its shareholders an opportunity to invest in the growing alternative lending sector with the potential for attractive. For more information, see Cliffside's filings on SEDAR+ at www.sedarplus.ca.
Additional Information about the Arrangement
Further details regarding the Arrangement and on the above matters are set out in the management information circular of the Company dated August 8, 2024, which is available on Cliffside's profile on SEDAR+ at www.sedarplus.ca.
Cautionary Notes
This press release contains certain "forward-looking statements" under applicable Canadian securities laws concerning the business, operations and financial performance and condition of Cliffside. Except for statements of historical fact relating to Cliffside, all statements included herein are forward-looking statements. The words "believe", "expect", "strategy", "target", "plan", "scheduled", "commitment", "opportunities", "guidance", "project", "continue", "on track", "estimate", "growth", "forecast", "potential", "future", "extend", "planned", "will", "could", "would", "should", "may" and similar expressions typically identify forward-looking statements. In particular, this press release contains forward-looking statements including, without limitation, information and statements regarding the Arrangement; the anticipated timing, steps and completion of the Arrangement; approval of the TSXV; the satisfaction of the conditions precedent to the Arrangement; the anticipated delisting of the Common Shares from the TSXV; and the Company ceasing to be a reporting issuer under applicable Canadian securities laws.
Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, including, without limitation that: the Arrangement will be completed on the terms currently contemplated or at all; the Arrangement will be completed in accordance with the timing currently expected; all conditions to the completion of the Arrangement will be satisfied or waived; and the Arrangement Agreement will not be terminated prior to the completion of the Arrangement.
Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to: the possibility that the proposed Arrangement will not be completed on the terms and conditions currently contemplated or at all; the possibility of the Arrangement Agreement being terminated in certain circumstances; and other risk factors identified under "Risk Factors" in the Company's latest annual information form and management's discussion and analysis for the year ended December 31, 2023, in the Company's management's discussion and analysis for the period ended June 30, 2024, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully.
Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this press release and, except as expressly required by applicable law, Cliffside disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this release are expressly qualified by the foregoing cautionary statements.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
