The Total Shares Held or Secured Through Purchase Agreements Now Represents 59% of the Shares Outstanding in Fortress Insurance and Exceeds the 51% Minimum Required to Complete the Transaction
Western Continues to Work Towards Securing the Maximum Number of Shares Possible in Fortress Insurance Through Additional Share Purchases
CALGARY, Alberta, May 06, 2024 (GLOBE NEWSWIRE) -- The Western Investment Company of Canada Limited (TSXV: WI) ("Western" or the "Corporation") today announced that, in connection with the proposed transaction previously announced on March 22, 2024 (the “Transaction”), it has secured the minimum required shares in Fortress Insurance Company ("Fortress") for the Transaction to proceed.
“Securing sufficient shares in Fortress was a key condition of our proposed transaction with Paul Rivett to transform Western into an insurance and investment holding company, so this is a very important step in moving the Transaction forward,” said Scott Tannas, President and Chief Executive Officer of Western. “Many of the vendors of Fortress’ shares see the opportunity in the combined insurance and investment holding company we have proposed and have agreed to take shares in Western to remain a part of the journey. We are now ready to seek shareholder approval for the Transaction, and we look forward to moving forward with a shareholder meeting sometime in July.”
Western has secured agreements in aggregate to purchase 30.91% of the total shares outstanding in Fortress (the "Share Purchases"). The Share Purchases will increase Western’s ownership in Fortress from 28.45% to 59.36% upon closing of the Transaction, thereby satisfying a key condition of the Transaction to own a minimum of 51% of the shares outstanding in Fortress. These Share Purchases, which are conditional on the closing of the Transaction, will be settled with a mixture of cash and common shares of Western.
Western Continues to Seek Additional Fortress Shares
Western continues to work to secure the maximum number of shares in Fortress possible through additional Share Purchases. Western is following up with all Fortress shareholders and will provide further updates when appropriate. 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.
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 a number of conditions including, but not limited to, acceptance of the TSX Venture Exchange (the "Exchange" or "TSXV"), shareholder approval, and various other conditions. The Transaction as contemplated constitutes a Change of Business under the policies of the TSXV. There is a risk that the Transaction will not be accepted or that the terms of the Transaction may change substantially prior to acceptance.
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.
To add yourself to our email news alert subscription please visit this link.
CONTACT INFORMATION - The Western Investment Company of Canada Limited
Scott Tannas President and Chief Executive Officer (403) 652-0408 stannas@winv.ca
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."
