TORONTO, ON–(Marketwired – June 10, 2016) – Timbercreek Mortgage Investment Corporation (TSX: TMC) (“TMIC“) and Timbercreek Senior Mortgage Investment Corporation (TSX: MTG) (“TSMIC“) are pleased to announce that Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis“), have recommended that shareholders of TMIC and TSMIC vote FOR the proposed plan of arrangement (the “Arrangement“) to combine and create Timbercreek Financial Corp. (“Timbercreek Financial“) — a leading non-bank commercial real estate lender.
The reports issued by ISS and Glass Lewis also include a recommendation to vote FOR the approval of the new management agreement with Timbercreek Asset Management Inc., and the termination of the existing management arrangements (the “Management Agreement Transaction” and, together with the Arrangement, the “Arrangement Transaction Resolutions“).
ISS and Glass Lewis are two leading independent proxy advisory firms that provide voting recommendations to shareholders. Their endorsement of the Arrangement and related transactions highlight the strategic merits of the proposed merger of the two companies.
While endorsing the Arrangement Transaction Resolutions, ISS noted that: “…among other benefits, the synergies and scale of Timbercreek Financial will create a larger float and better liquidity, improved prospects for earnings and dividend growth, improved portfolio characteristics and cost savings.” Glass Lewis also provided a recommendation, stating “…we believe that the proposed merger warrants shareholder support at this time.”
Andrew Jones, CEO of TMIC and TSMIC, commented: “We are very pleased to have received a positive recommendation from both ISS and Glass Lewis for the proposed amalgamation between TMIC and TSMIC.”
The board of directors (with recommendations from their respective special committees) of TMIC and TSMIC have unanimously recommended that their shareholders vote in favour of the Arrangement Transaction Resolutions.
All TMIC and TSMIC shareholders are encouraged to read the joint information circular (“Joint Circular“) with respect to the Arrangement Transaction Resolutions which was mailed to TMIC and TSMIC shareholders of record as of May 11, 2016. The Arrangement Transaction Resolutions are subject to shareholder approval; a proxy form or voting instruction form accompanied the Joint Circular. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered shareholder, are included in the Joint Circular. The Joint Circular is available on SEDAR at www.sedar.com under TMIC’s issuer profile and TSMIC’s issuer profile. The Joint Circular and instructions on how to vote can also be found on the respective issuer website:
http://www.timbercreekmic.com/investor-information/arrangement-details
http://www.timbercreekseniormic.com/investor-information/arrangement-details
Your Vote is Important.
TMIC shareholders are reminded to vote before the proxy cut-off of 9:00 a.m. (Toronto time) on June 20, 2016.
TSMIC shareholders are reminded to vote before the proxy cut-off of 10:00 a.m. (Toronto time) on June 20, 2016.
About TMIC and TSMIC
TMIC and TSMIC provide investors with an opportunity to invest in a diversified portfolio of mortgage and loan investments originated and underwritten by their manager, Timbercreek Asset Management Inc. (“TAMI“). TMIC and TSMIC focus on capital preservation and the generation of attractive, stable returns, allowing for the payment of monthly dividends to shareholders.
Disclaimers
This news release contains forward-looking statements about TMIC, TSMIC and the entity that will result from their combination. Forward-looking statements are typically identified by words such as “expect”, “is scheduled” ,”anticipate”, “believe”, “foresee”, “see”, “could”, “intend”, “plan”, “seek”, “strive”, “will”, “may”, “potential” and “should” and similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to the completion of the Arrangement Transactions and the conditions and approvals required with respect thereto. TMIC and TSMIC have based these forward-looking statements on factors and assumptions about current conditions and expected future developments in relation to the proposed transactions and the proposed timing of the transaction and that all conditions precedent to completing the Arrangement Transactions will be met. There can be no assurance that the Arrangement Transactions will occur or that the anticipated strategic benefits and operational, competitive and cost synergies will be realized. The Arrangement Transactions are subject to various regulatory approvals and the fulfillment of certain other conditions, including shareholder approvals, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The Arrangement Transaactions could be modified, restructured or terminated.
Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to TMIC, TSMIC and TAMI or that TMIC, TSMIC and TAMI presently believe are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect the operations or financial results of TMIC or TSMIC are included in reports filed by TMIC and TSMIC with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect TMIC’s, TSMIC’s and TAMI’s expectations only as of the date of this presentation. TMIC, TSMIC, TAMI and the combined entity disclaim any 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 information concerning each of TMIC and TSMIC contained in this press release has been provided by TMIC and TSMIC, as applicable. Although neither TMIC nor TSMIC has knowledge that would indicate that any of information about the other is untrue or incomplete, neither TMIC nor TSMIC assumes any responsibility for the accuracy or completeness of information about the other.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Timbercreek Asset Management Inc.
Carrie Morris
Investor Relations
[email protected]
