Founders Advantage Capital Corp. Terminates Agreement to Acquire Full Ownership of Dominion Lending Centres; Cancels Special Meeting of Shareholders to Approve Acquisition
CALGARY, Alberta, Dec. 11, 2018 (GLOBE NEWSWIRE) — Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation”) announces that it has terminated, through mutual consent, its previously announced agreement to acquire the remaining 39.88% interest (the “Proposed Transaction”) in Dominion Lending Centres Limited Partnership (“DLC”) from companies controlled by Gary Mauris and Chris Kayat (the “DLC Principals”) and certain minority holders of DLC for $75.772 million. From the Corporation’s perspective, termination of the Proposed Transaction will permit the Corporation to evaluate alternative strategies and options that may generate superior shareholder value. In particular, the Corporation is of the view that the Corporation’s common shares continue trading at a price which the Board Directors believes is below their intrinsic value.
As a result of the termination of the Proposed Transaction, the Corporation has cancelled the special meeting of shareholders which was scheduled for December 18, 2018 to consider the Proposed Transaction.
The Corporation’s investments continue to perform as expected and the Corporation continues to decrease its general and administrative expenses. As noted in our third quarter results, FAC issued 2018 guidance for our expected proportionate share of annual adjusted EBITDA from our four investees to be between $19.0 million and $20.0 million for the year ended December 31, 2018. At this time, we reconfirm that guidance.
The Corporation’s Common Shares are listed on the TSXV under the symbol “FCF”.
For further information please refer to the Corporation’s website at www.advantagecapital.ca.
Contact information for the Corporation is as follows:
Chief Executive Officer
Interim Chief Financial Officer
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Non-IFRS Financial Performance Measures
Management presents certain non-IFRS financial performance measures which we use as supplemental indicators of our operating performance. Non-IFRS financial performance measures include EBITDA and adjusted EBITDA and proportionate share of investee adjusted EBITDA. Readers are cautioned that these non-IFRS measures should not be construed as a substitute or an alternative to applicable generally accepted accounting principle measures as determined in accordance with IFRS. Please see the Corporation’s MD&A for a description these measures and a reconciliation of these measures to their nearest IFRS measure.
Cautionary Note Regarding Forward-looking Information
Certain statements in this document constitute forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as “anticipate,” “believe,” “estimate,” “will,” “expect,” “plan,” “intend,” or similar words suggesting future outcomes or an outlook. Forward-looking information in this document includes, but is not limited to, the 2018 outlook and that the Corporation will be able to find alternative strategies and options that may generate superior shareholder value.
Such forward-looking information is necessarily based on many estimates and assumptions, including material estimates and assumptions, related to the factors identified below that, while considered reasonable by the Corporation as at the date hereof considering management’s experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, changes in taxes and capital; increased operating, general and administrative, and other costs; changes in interest rates; general business, economic and market conditions; our ability to obtain services and personnel in a timely manner and at an acceptable cost to carry out our activities; DLC’s ability to maintain its existing number of franchisees and add additional franchisees; changes in Canadian mortgage lending and mortgage brokerage laws; material decreases in the aggregate Canadian mortgage lending business; the timely receipt of required regulatory approvals; changes in the fees paid for mortgage brokerage services in Canada; the realization of lower DLC dealer commission costs as a result of the terminated dealer agreement; changes in the regulatory framework for the Canadian housing sector; demand for investee products remaining consistent with historical demand; our ability to realize the expected benefits of our investee transactions; our ability to generate sufficient cash flow from investees and obtain financing to fund planned investment activities and meet current and future commitments and obligations; the uncertainty of estimates and projections relating to future revenue, taxes, costs and expenses; changes in, or in the interpretation of, laws, regulations or policies; the outcome of existing and potential lawsuits, regulatory actions, audits and assessments; and other risks and uncertainties described elsewhere in this document and in our other filings with Canadian securities authorities.
Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made herein are qualified by these cautionary statements. The foregoing list of risks is not exhaustive. For more information relating to risks, see the Business Risks and Uncertainties section herein and the risk factors identified in our Annual Information Form for the year ended December 31, 2017 and our 2017 Annual Report. The forward-looking information contained in this document is made as of the date hereof and, except as required by applicable securities laws, we undertake no obligation to update publicly or revise any forward-looking statements or information, whether because of new information, future events or otherwise.