Western to Seek Shareholder Approval for the Transaction with Paul Rivett which, if Approved, Will Transform Western into an Insurance and Investment Holding Company that Owns Nearly 100% of Fortress Insurance
CALGARY, Alberta, June 19, 2024 (GLOBE NEWSWIRE) -- The Western Investment Company of Canada Limited (TSXV: WI) (“Western” or the “Corporation”) today filed its Notice of Meeting and Record Date to Sedar+ which can be found at www.sedarplus.ca. Western’s shareholders are invited to participate in its Annual General and Special Meeting of Shareholders (the “Meeting”) that will take place
On August 8, 2024 at 8:30 AM Mountain Time at:
The offices of DS Lawyers Canada LLP, Suite 800, Dome Tower, 333 – 7th Avenue S.W., Calgary, Alberta T2P 2Z1
Among the resolutions to be voted upon, Western will seek approval at the Meeting for its proposed transaction with Paul Rivett that was previously announced on March 22, 2024 to transform Western into an insurance and investment holding company (the “Transaction”). The previously announced agreements to purchase nearly 100% of the shares in Fortress Insurance Company ("Fortress") are conditional on the closing of the Transaction (the “Share Purchases”).
“We have made outstanding progress in securing the agreements necessary to purchase almost 100% of the shares in Fortress upon close of the Transaction,” said Scott Tannas, President and Chief Executive Officer of Western. “We are especially thankful to SM2 Capital Partners for their resounding endorsement of Paul Rivett and agreement to exchange the majority of their shares in Fortress for Western shares. We look forward to hearing from our shareholders at the Meeting and encourage them to vote when they receive their Meeting materials.”
Registered shareholders and duly appointed proxyholders will be able to participate, vote and submit questions at the Meeting.
How to Vote: Western encourages shareholders to vote in advance of the Meeting using either the form of proxy or the voter instruction form that will be mailed to them with the Meeting materials and submitting them by no later than 8:30 am on August 6, 2024. Western will provide an update once Meeting materials are filed to SEDAR+ and mailed.
About the Transaction The Transaction proposes an investment of at least $20 million from companies affiliated with Paul Rivett to transform Western into an insurance and investment holding company. The concurrent rights offering has the potential to raise up to an additional $30 million. Upon the successful closing of the Transaction, Paul Rivett is to be appointed to President and Chief Executive Officer of Western with the following initial priorities:
Grow the Fortress platform to $100 million per annum in written premiums by 2028 through a combination of prudent organic growth and accretive acquisitions; and
Continue managing Western’s non-insurance holdings as long-term investments.
You can watch a recording of the webcast that took place on March 27, 2024 here.
Completion of the Transaction (including any rights offering) is subject to a number of conditions including, but not limited to, acceptance of the TSX Venture Exchange (the "Exchange" or "TSXV"), shareholder approval, and various other conditions. The Transaction as contemplated constitutes a Change of Business under the policies of the TSXV. There is a risk that the Transaction will not be accepted or that the terms of the Transaction may change substantially prior to acceptance.
About The Western Investment Company of Canada Limited Western is a unique publicly traded, private equity company founded by a group of successful Western Canadian businesspeople, and dedicated to building and maintaining ownership in successful Western Canadian companies, and helping them to grow. Western's shares are traded on the Exchange under the symbol WI.
For more information on Western, please visit its website at www.winv.ca.
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CONTACT INFORMATION - The Western Investment Company of Canada Limited
Scott Tannas President and Chief Executive Officer (403) 652-0408 or stannas@winv.ca
Advisories Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Western should be considered highly speculative.
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.
This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to future plans for Western and its associated companies, acquisitions, financings and returns. Statements containing the words: 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates' and any other words of similar meaning are forward-looking. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond Western's control.
More particularly, this document contains statements concerning: the completion of the transactions contemplated by the Definitive Agreement (as defined in the March 22, 2024 news release), including the completion of the Transaction, the appointment of the new CEO and additional directors; the use of proceeds from the Transaction; the future strategy and focus for Western; and future acquisitions and growth opportunities. Readers are cautioned that the foregoing list of factors should not be construed as exhaustive.
The forward-looking statements are based on certain key expectations and assumptions made by Western, including expectations and assumptions concerning the ability of Western to successfully implement its strategic plans and initiatives, the timing of receipt of required shareholder and regulatory approvals (including TSXV approval) and third party consents and the satisfaction of other conditions to the completion of the Transaction.
Although Western believes that the expectations and assumptions on which the forward-looking statements made by Western are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required shareholder, TSXV, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the Definitive Agreement, or at all, and risks that other conditions to the completion of the Transaction are not satisfied on the timelines set forth in the Definitive Agreement or at all, the ability of management to execute its business strategy, and the impact of general economic conditions in Canada and the United States. A description of additional assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Western's disclosure documents on the SEDAR+ website at www.sedarplus.ca.
The forward-looking statements contained in this news release are made as of the date hereof and Western undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The rights issued under any rights offering and underlying Single Voting Shares and the Multiple Voting Shares (as defined in the March 22, 2024 news release) being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.
"Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
