CALGARY, Alberta, April 22, 2024 (GLOBE NEWSWIRE) — The Western Investment Company of Canada Limited (TSXV: WI) (“Western” or the “Corporation“) today announced that it has secured agreements in aggregate to purchase 3,200,000 shares in Fortress Insurance Company (“Fortress“), or 45.5% of the total shares outstanding in Fortress, for CA$8,320,000 (the “Share Purchases“). These Share Purchases are conditional on the closing of the proposed transaction with companies affiliated with Paul Rivett to invest at least $20 million into the Corporation (the “Transaction“) which was previously announced on March 22, 2024.
The Share Purchases will increase Western’s ownership in Fortress from 28.45% to 45.5% upon closing of the Transaction. To complete the Transaction Western must have agreements in place to obtain a minimum of 51% of the shares outstanding in Fortress. The vendors’ details are confidential and the vendors are not a related party to Western or Paul Rivett.
Acquisition of Additional Fortress Shares
In connection with Western acquiring additional shares of Fortress, an offer has been circulated to all existing Fortress shareholders. Western is following up with all Fortress shareholders and will provide further updates in the coming days. Each offer provides an option of receiving cash or the current common shares of Western (“Single Voting Shares“) at a price of $0.40 per share which could result in the issuance of up to an additional 30,000,000 Single Voting Shares.
Trade Resumption
Western has also received notice from the TSX Venture Exchange (the “TSXV” or the “Exchange“) that the TSXV has received acceptable documentation related to the Transaction for the shares in Western to resume trading. As outlined in the TSXV April 19, 2024 bulletin, effective at the open, Tuesday, April 23, 2024, trading in the Corporation’s shares will resume.
About the Transaction
The Transaction, previously announced on March 22, 2024, 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 is expected 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 the approval of the Exchange, shareholder approval and various other conditions. The Transaction as contemplated constitutes a Change of Business under the policies of the TSXV.
This resumption of trading does not constitute acceptance of the Change of Business, and should not be construed as an assurance of the merits of the Transaction or the likelihood of completion. The Corporation is required to submit to the TSXV all of the required initial documentation relating to the Change of Business within 75 days of the issuance of the news release announcing the Change of Business. If this documentation is not provided, or is insufficient, a trading halt may be re-imposed.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and shareholder approval. There is a risk that the Transaction will not be accepted or that the terms of the Transaction may change substantially prior to acceptance. Should this occur a trading halt may be re-imposed.
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) 652-2663 [email protected]
Advisories
Completion of the Transaction and the Share Purchases are 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 document contains forward-looking statements. 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 and the Share Purchases, and 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 and Share Purchases.
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 and Share Purchases, 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 and Share Purchases 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 also contains financial outlook information (“FOFI“) about prospective results of operations and book value, which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date of this news release to provide information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for any other purpose. Western disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, except as required by applicable law.
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.“
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