CALGARY, Alberta, March 26, 2024 (GLOBE NEWSWIRE) -- The Western Investment Company of Canada Limited (TSXV: WI) ("Western" or the "Corporation"), today announced that it has secured an agreement to purchase 1 million shares in Fortress Insurance Company (“Fortress”), or 14.22% of the total shares outstanding in Fortress, for CA$2.6 million (the “Share Purchase”). The Share Purchase is conditional on the closing of the previously announced proposed transaction with companies affiliated with Paul Rivett to invest at least $20 million into the Corporation (the "Transaction").
The Share Purchase will increase Western’s ownership in Fortress from 28.45% to 42.67% upon closing of the Transaction. The vendor’s details are confidential and the vendor is not a related party to Western or Paul Rivett.
"Acquiring additional shares in Fortress is an essential part of transforming Western into an insurance and investment holding company," said Scott Tannas, President and Chief Executive Officer of Western. "Securing agreements for 51% of Fortress’ shares is a condition of the Transaction, and we will make additional announcements as we sign-up additional share purchase agreements on our way to this threshold. The board and I firmly believe that the transformation of Western into an insurance and investment holding company, with a focus on compounding book value per share through prudent organic growth and accretive acquisitions, will provide our shareholders with the best return over the long-term."
Acquisition of Additional Fortress Shares
In connection with Western acquiring additional shares of Fortress, Western plans to offer the existing Fortress shareholders the 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. Acquisition of the additional Fortress shares is expected to occur concurrent with closing of the Transaction (and the related Change of Business).
Webcast - Join Scott Tannas and Paul Rivett as they discuss the Proposed Transaction
March 27, 2024 at 9:00 AM Mountain Time, 11:00 AM Eastern Time
On Wednesday, March 27, 2024, please join Scott Tannas, President and CEO of Western, and Paul Rivett, Founder and President of Tevir Capital Corp., on a webcast where they will discuss the proposed Transaction and their vision for Western’s strategy going forward. Participants of the live event will also have the opportunity to ask questions.
The webcast will take place at 11:00 AM Eastern Time, 10:00 AM Central Time, 9:00 AM Mountain Time, and 8:00 AM Pacific Time.
Participants can access the webcast using the link below:
Following the webcast a recording of the event will be available at the link above.
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.
Completion of the Transaction (including any rights offering) is subject to the approval of the TSX Venture Exchange (the "TSXV"), shareholder approval and various other conditions. The Transaction as contemplated constitutes a Change of Business under the policies of the TSXV.
The previously announced investor relations service agreement with Market Climber remains subject to TSXV approval.
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 TSX Venture 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 stannas@winv.ca
Advisories
Completion of the Transaction and the Share Purchase is 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 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, including the completion of the Transaction and the Share Purchase, 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 Transactions.
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 Purchase, or at all, and risks that other conditions to the completion of the Transactions are not satisfied on the timelines set forth in the Definitive Agreement and Share Purchase 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 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."
