Dealnet’s Board unanimously supports the Offer, which will provide shareholders with the opportunity to crystallise the value of their holdings in cashOffer of $0.16 per Common Share represents a premium of 33% to the closing price of the Common Shares on the TSX-V on August 21, 2020, a premium of 52% to the 30-day VWAP on the TSX-V for the period ending August 21, 2020 and a premium of 93%to the 90-day VWAP on the TSX-V for the period ending August 21, 2020Transaction has a total equity value of $47.8 millionTORONTO, Aug. 24, 2020 (GLOBE NEWSWIRE) — Dealnet Capital Corp. (“Dealnet” or the “Company”) (TSX VENTURE: DLS) and Simply Green Home Services Inc. (“Simply Green”), part of the Simply Group of Companies, announced today that they have entered into a definitive support agreement (the “Agreement”), pursuant to which Simply Green has agreed, subject to the terms of the Agreement, to acquire all of Dealnet’s outstanding common shares (the “Common Shares”) for $0.16 in cash per Common Share, pursuant to a board-supported take-over bid (the “Offer”).The Offer represents a premium of 33% to the closing price of the Common Shares on the TSX Venture Exchange (the “TSX-V”) on August 21, 2020 (the last trading day prior to the announcement of the Offer), a premium of 52% to the 30-day volume weighted average price (“VWAP”) on the TSX-V for the period ending August 21, 2020 and a premium of 93% to the 90-day VWAP on the TSX-V for the period ending August 21, 2020.“As our peers began to take notice of the dramatic turnaround of our operations and the positive momentum our business has built over the last few years, we began to receive unsolicited, informal expressions of interest,” said Harold Bridge, Chairman, Dealnet. “Accordingly, the board of directors of the Company (the “Board”) determined that it would be in the best interests of the Company and its shareholders to undertake a process to identify if a value-maximizing transaction was available. After running a thorough process, the Board believes that the cash offer from Simply Green represents full and fair value for our shareholders.”“Simply Green has invested strategically to become a leader in the home comfort and home energy solutions sector, and this deal represents the next step in our continued growth. We are pleased this transaction will be adding over $200 million of finance receivables to our growing business,” said Lawrence Krimker, Chief Executive Officer of Simply Group. “With Simply Green’s expansive and growing product offerings, and Dealnet’s underlying strength, we believe this acquisition will benefit our customers and investors and positions us well for the future. We look forward to commencing the tender process as soon as possible.”The Board engaged Origin Merchant Partners (“OMP”) to act as independent financial advisor in connection with a potential value-maximizing transaction and to prepare a fairness opinion regarding the financial consideration to be received by Dealnet’s shareholders. OMP has provided the Board with a fairness opinion which has concluded that, subject to the assumptions, limitations and qualifications set out therein, the consideration to be received under the Offer is fair, from a financial point of view, to Dealnet’s shareholders.After careful consideration of the terms of the Offer and having received legal and financial advice, including the fairness opinion from OMP, the Board believes the terms of the Offer to be fair and reasonable and in the best interests of the Company and its shareholders and accordingly, unanimously recommends that shareholders tender their Common Shares to the Offer.The Agreement provides for, among other things, a customary Board support condition, a non-solicitation covenant in respect of any competing offers from third parties, a right for Simply Green to match any alternative transaction proposal made by another party and a provision which provides for the payment of a fee by Dealnet to Simply Green in limited circumstances, including if Dealnet enters into an agreement with respect to a superior proposal from a third party.All of Dealnet’s directors and executive officers have entered into lock-up agreements with Simply Green, pursuant to which they have agreed to, among other things, tender all of their Common Shares to the Offer.Full details regarding the terms and conditions of the Offer, as well as the process for tendering Common Shares will be set out in the circulars of each of the Company and Simply Green and related documentation, which will be mailed to the Company’s shareholders and filed under Dealnet’s profile on SEDAR in due course. Having entered into the Agreement, the Company intends on postponing its annual and special meeting of shareholders currently scheduled for September 22, 2020 to a later date in 2020. The Offer will be open for acceptance for a period of not less than 35 days and will be conditional upon, among other things, valid acceptance of the Offer by Dealnet shareholders owning not less than 66 2/3% of the issued and outstanding Common Shares.The Offer is not subject to any financing condition. As is customary, Simply Green has confirmed that it has sufficient resources available to fund the consideration for all of the Common Shares acquired pursuant to the Offer.Shareholders who have additional questions about the Offer are encouraged to contact Kingsdale Advisors, the information agent for the Offer. Kingsdale Advisors contact information is set out below.AdvisorsDealnet has engaged Goodmans LLP as its legal advisor, Origin Merchant Partners as its financial advisor and Longview Communications & Public Affairs as its strategic communications advisor in connection with the Offer.Simply Green has engaged Stikeman Elliott LLP as its legal advisor and Raymond James Ltd. as its financial advisor in connection with the Offer. Kingsdale Advisors is acting as information agent and depository.Information Agent and DepositaryFor additional information, Dealnet shareholders should contact Kingsdale, toll free in North America at 1-866-851-3214 or call collect outside North America at 416-867-2272 or by email at [email protected].About Dealnet Capital Corp.Dealnet is the parent company of subsidiaries operating in two market segments, consumer finance and call centre. The Company operates in the consumer finance segment in Canada through EcoHome Financial Inc. (“EcoHome”) and its call centre segment under the One Contact banner (“One Contact”).EcoHome is a specialty finance company serving the $20 billion Canadian home improvement finance market. EcoHome develops and supports consumer sales financing programs for approved dealers and distributors under agreements with original equipment manufacturers (OEMs) that supply a wide range of home improvement products to the retail market. Through a dealer network, EcoHome underwrites, originates, funds and services the prime quality loans and leases that homeowners need to finance the acquisition and installation of capital assets that improve the quality, comfort and safety of their homes.One Contact offers customer support services to both EcoHome and third-party institutions across Canada and the U.S.For additional information please visit www.sedar.com.About Simply GroupWith more than $750 million in assets acquired, Simply Group is providing consumers and businesses with financing solutions that afford them greater flexibility to improve their energy-efficiency and invest in the modernization of their residential, commercial and industrial properties and projects. Simply Group believes that its people are its greatest asset and is proud to be Great Place to Work-Certified since 2016. In 2020, Simply Group was named Best Business of the Year by the CanadianSME National Business Awards.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Forward-looking StatementsThis news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks, including the effects of Covid-19, and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.Contact InformationDealnet Capital Corp.Brent Houlden
Chief Executive Officer
(905) 695-8557 ext. 1145
[email protected]Simply Green Home Services Inc.Kingsdale Advisors
Toll free: 1-866-851-3214
Local: 416-867-2272
[email protected]
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