Strategem to Repurchase Common Shares and Delist

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec 11, 2015) - Strategem Capital Corporation ("Strategem" or the "Company") (TSX VENTURE:SGE) is pleased to announce that it plans to repurchase a portion of its common shares and delist from the TSX Venture Exchange (the "Exchange") after 14 successful years operating as a merchant bank.

The Company's Board of Directors has authorized a Substantial Issuer Bid (the "Offer") pursuant to which the Company will offer to purchase for cancellation up to 600,000 of its issued and outstanding Class A common shares (the "Shares") at a purchase price of $0.90 per Share in cash. The Offer is expected to commence on or about December 18, 2015, provided the Company obtains approval from the Exchange.

On December 1, 2015, the Company completed its normal course issuer bid that was previously announced on June 30, 2015. The Company purchased and cancelled 291,848 of its Shares at an average price of $1.04 per Share.

On January 18, 2016, it will hold a special meeting of shareholders (the "Special Meeting") to approve an ordinary resolution to authorize the Company to delist its Shares from the Exchange.

Rationale For Liquidation and Delist

Since the financial crisis of 2008, the Company has not found attractive investment opportunities within the small capitalization, early stage company niche in which it specializes. In the Company's view, the large capitalization sector has offered more opportunity over the past few years. However, the Company feels that the large cap market is already adequately served and is not an area where the Company can provide value. Although its portfolio of primarily large-cap investments has earned the Company significant returns since that time, management believes this space is well served in the marketplace and not one where it can offer good value.

"We started in 2001 with less than CAD $1.0 million of cash. We had excellent performance during the commodity boom and were fortunate enough to have liquidated many of those investments leading up to the financial crisis," said Kenneth Morgan, CEO of Strategem. "We distributed CAD $9.2 million to shareholders in 2009 ($1.75 per share), and another CAD $2.6 million in 2013 ($0.50 per share). We are proud of that track record."

Other reasons for which the Board believes it is in the best interest of the Minority Shareholders to delist from the Exchange include:

  • Upon completion of the Offer, it is possible the Shares would fail to meet the criteria for continued listing on the Exchange. As a result, the Company will realize administrative cost and fee savings.


  • As further described in the Company's audited financial statements for the year ended December 31, 2014, the Company filed an appeal to the Tax Court of Canada on April 25, 2015 in connection with certain Canada Revenue Agency Notices of Reassessments whereby the Company was denied capital treatment on a portion of its income (the "Appeal"). The Company also filed Notices of Objection for the 2008 and 2009 tax years disputing the timing of certain losses and hopes to recover interest charged for the 2008 tax year. Upon completion of the Appeal, the Company may pursue other business opportunities or may liquidate the Company. The Company does not know how long the Appeal will take, but estimates that the decision may be rendered in 2017. The actual timeframe could vary significantly from the estimate. At this time, the Company is soliciting votes for the delisting only.