AGF Management Limited Announces Implementation and Terms of $40 Million Substantial Issuer Bid
TORONTO, Sept. 28, 2020 (GLOBE NEWSWIRE) — AGF Management Limited (TSX: AGF.B, “AGF” or the “Company”) announces today that its Board of Directors has authorized a substantial issuer bid (the “Offer”) to purchase for cancellation a number of Class B non-voting shares of the Company (“Class B Non-Voting Shares”) for an aggregate purchase price not exceeding $40 million. The Offer will expire at 5:00 p.m. (Toronto time) on November 3, 2020 (the “Expiry Date”), unless extended, varied or withdrawn by AGF. The Offer will be funded through available cash on hand funded by the proceeds received from the previously announced closing of the merger of Tilney and Smith & Williamson.
Details of the Offer, including instructions for tendering shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (collectively, the “Offer Documents”). The Offer Documents are expected to be promptly mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR at www.sedar.com, as well as being posted on the Company’s website at www.agf.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.Shareholders who wish to participate in the Offer will be able to do so through (i) auction tenders, which will allow shareholders who choose to participate in the Offer to individually select the price, within a range of not less than $5.65 and not more than $6.25 per Class B Non-Voting Share (in increments of $0.05 per Class B Non-Voting Share), at which they are willing to sell their Class B Non-Voting Shares, or (ii) purchase price tenders in which they will agree to have a specified number of Class B Non-Voting Shares purchased at a purchase price to be determined pursuant to the auction (the “Purchase Price”) and have their Class B Non-Voting Shares considered as having been tendered at the minimum price of $5.65 per Class B Non-Voting Share for the purposes of determining the Purchase Price. Shareholders who validly deposit Class B Non-Voting Shares without specifying the method in which they are tendering such Class B Non-Voting Shares will be deemed to have made a purchase price tender. Upon expiry of the Offer, AGF will determine the lowest Purchase Price (which will not be less than $5.65 per Class B Non-Voting Share and not more than $6.25 per Class B Non-Voting Share) that will allow it to purchase the maximum number of Class B Non-Voting Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding $40 million. All Class B Non-Voting Shares purchased by the Company pursuant to the Offer (including Class B Non-Voting Shares tendered at prices below the Purchase Price) will be purchased at the same Purchase Price.AGF believes that the purchase of Class B Non-Voting Shares is in the best interest of the Company and permits AGF to return up to $40 million of capital to shareholders who elect to tender their Class B Non-Voting Shares.After giving effect to the Offer, AGF will continue to have sufficient financial resources and working capital to conduct its ongoing business and operations and the Offer is not expected to preclude AGF from pursuing its foreseeable business opportunities or the future growth of AGF’s business.As of September 28, 2020, AGF had 57,600 Class A voting common shares (“Class A Shares”) and 76,870,612 Class B Non-Voting Shares issued and outstanding. If the Purchase Price is determined to be $5.65 per Class B Non-Voting Share (which is the minimum price per Class B Non-Voting Share under the Offer), the maximum number of Class B Non-Voting Shares that may be purchased by the Company is 7,079,646 Class B Non-Voting Shares or approximately 9.21% of the total number of Class B Non-Voting Shares issued and outstanding. If the Purchase Price is determined to be $6.25 per Class B Non-Voting Share (which is the maximum price per Class B Non-Voting Share under the Offer), the maximum number of Class B Non-Voting Shares that may be purchased by the Company is 6,400,000 Class B Non-Voting Shares or approximately 8.33% of the total number of Class B Non-Voting Shares issued and outstanding.No director, officer or insider of the Company, including Goldring Capital Corporation which is indirectly owned by Blake C. Goldring and Judy G. Goldring, has advised the Company that he, she or it intends to deposit Class B Non-Voting Shares under the Offer. However, they may decide to deposit Class B Non-Voting Shares to the Offer in the event that the circumstances or decisions of any such persons change and, subject to applicable securities laws, such persons may sell their Class B Non-Voting Shares through the facilities of the Toronto Stock Exchange (the “TSX”) or otherwise during the period prior to the Expiry Date.The Offer is not conditional upon any minimum number of Class B Non-Voting Shares being properly deposited under the Offer. The Offer is, however, subject to other conditions and AGF reserves the right, subject to applicable laws, to withdraw, extend or vary the Offer if, at any time prior to the payment of any Class B Non-Voting Shares, certain events occur.The closing price of the Class B Non-Voting Shares on the TSX on September 22, 2020 (the last full trading day before the Company announced its intention to make the Offer) was $5.20. The closing price of the Class B Non-Voting Shares on the TSX on September 25, 2020 (the last full trading day before the date of this press release) was $5.85. During the six months ended September 27, 2020, the closing prices of the Class B Non-Voting Shares on the TSX have ranged from a low of $2.67 to a high of $5.85 per Class B Non-Voting Share.AGF has engaged National Bank Financial Inc. to act as exclusive financial advisor for the Offer. AGF has also engaged Computershare Investor Services to act as depositary for the Offer. Any questions or requests for information regarding the Offer may also be directed to the depositary.This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell AGF’s shares. The solicitation and the offer to buy the Class B Non-Voting Shares will only be made pursuant to Offer Documents to be filed with the applicable securities regulators in Canada. The Offer will be optional for all shareholders, who will be free to choose whether to participate, how many Class B Non-Voting Shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholder who does not deposit any Class B Non-Voting Shares (or whose Class B Non-Voting Shares are not repurchased under the Offer) will realize a proportionate increase in its percentage equity interest in AGF, to the extent that Class B Non-Voting Shares are purchased and cancelled under the Offer. The Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Class B Non-Voting Shares in any jurisdiction in which the making or acceptance of offers to sell Class B Non-Voting Shares would not be in compliance with the laws of that jurisdiction. AGF’s Board of Directors has approved the Offer. However, none of AGF or its Board of Directors, the depositary or National Bank Financial Inc. makes any recommendation to any shareholder as to whether to deposit or refrain from depositing Class B Non-Voting 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 Class B Non-Voting Shares under the Offer, and, if so, how many shares to deposit.About AGF Management Limited
Founded in 1957, AGF Management Limited (AGF) is an independent and globally diverse asset management firm. AGF brings a disciplined approach to delivering excellence in investment management through its fundamental, quantitative, alternative and high-net-worth businesses focused on providing an exceptional client experience. AGF’s suite of investment solutions extends globally to a wide range of clients, from financial advisors and individual investors to institutional investors including pension plans, corporate plans, sovereign wealth funds and endowments and foundations.AGF has investment operations and client servicing teams on the ground in North America, Europe and Asia. With $37 billion in total assets under management, AGF serves more than one million investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.CAUTION CONCERNING FORWARD-LOOKING STATEMENTS – Certain statements in this press release about the Offer, including the terms and conditions of the Offer, the aggregate amount of Class B Non-Voting Shares to be purchased for cancellation under the Offer, the expected expiration date of the Offer, as well as the Company’s current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct or that the Company’s expectations regarding this Offer or the Company’s actual results, level of activity, performance or achievements or future events or developments will be achieved.Many factors could cause the Company’s expectations regarding this Offer or the Company’s actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the following factors: potential volatility of the price of the Class B Non-Voting Shares; uncertainty in the level of Shareholder participation in the Offer; payment of dividends; limited voting rights attached to the Class B Non-Voting Shares; fluctuation of quarterly operating results; securities analysts’ research or reports impacting the price of Class B Non-Voting Shares; level of assets under our management; volume of sales and redemptions of our investment products; performance of our investment funds and of our investment managers and advisors; client driven asset allocation decisions; pipeline; competitive fee levels for investment management products and administration; competitive dealer compensation levels and cost efficiency in our investment management operations; general economic, political and market factors in North America and internationally; interest and foreign exchange rates; global equity and capital markets; business competition; taxation; changes in government regulations; unexpected judicial or regulatory proceedings; technological changes; cybersecurity; catastrophic events; and our ability to complete strategic transactions and integrate acquisitions, and attract and retain key personnel. These factors and assumptions are not intended to represent a complete list of the factors and assumptions that could affect the Company and/or the Company’s expectations regarding the Offer. These factors and assumptions, however, should be considered carefully.Other factors could also cause the Company’s expectations regarding the Offer to differ materially from those expressed or implied by the forward-looking statements, including with respect to the Company’s ability to complete the Offer on the timelines anticipated, the Company continuing to have sufficient financial resources and working capital following the completion of the Offer, the Offer not precluding the Company from pursuing future business opportunities, the market for the Class B Non-Voting Shares not being materially less liquid after the completion of the Offer than the market that exists at the time of the Offer, the satisfaction or waiver of the conditions to the Offer, the extent to which Shareholders determine to deposit their Class B Non-Voting Shares to the Offer and the Company’s status as a reporting issuer and the continued listing of the Class B Non-Voting Shares on the TSX. These factors are not intended to represent a complete list of the factors that could affect the Company and the Offer; however, these factors should be considered carefully. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations and may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements made herein. Furthermore, unless otherwise stated, the forward-looking statements contained in this Offer are made as of the date of this Offer, and the Company has no 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 by law. The forward-looking statements contained in this Offer are expressly qualified by this cautionary statement. Further details and descriptions of these and other factors are disclosed in the Offer and in AGF’s public filings with provincial or territorial securities regulatory authorities, which may be accessed on SEDAR’s website at www.sedar.com.AGF MANAGEMENT LIMITED SHAREHOLDERS, ANALYSTS AND MEDIA, PLEASE CONTACT:Adrian Basaraba
Senior Vice-President and Chief Financial Officer 416-865-4203, InvestorRelations@agf.comBaoqin Guo