NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
TORONTO, June 13, 2022 (GLOBE NEWSWIRE) -- FAX Capital Corp. (TSX: FXC) (the “Company”) today announced that as at May 31, 2022, the Company’s unaudited book value per share was approximately $4.87 per subordinate voting share and multiple voting share, an approximate 3.9% decrease from March 31, 2022, driven primarily by unrealized losses on its portfolio of investments.
The Company is providing this interim update on book value per share so that the holders of subordinate voting shares and multiple voting shares (together, the “Shareholders”) have the most recent month-end figure available prior to the Company’s upcoming annual general and special meeting (the “Meeting”) of Shareholders to be held virtually on June 24, 2022 at 10:00 a.m. (Toronto time) at http://meetnow.global/M9AW7A2.
The deadline for completed proxies to be received by the Company’s transfer agent is Wednesday, June 22, 2022 at 10:00 a.m. (Toronto time). Meeting materials, including the Company’s management information circular and form of proxy, are available on the Company’s website at www.faxcapitalcorp.com/annual-meetings and under the Company’s profile at www.sedar.com. Shareholders are encouraged to review these documents in detail for further information in respect of the matters to be considered at the Meeting.
At the Meeting, Shareholders of record as of the close of business on May 20, 2022 will be asked to consider, among other things, the proposed acquisition, indirectly through an acquisition company, by Fax Investments Inc. (“Fax Investments”), a wholly-owned subsidiary of Federated Capital Corp., of all of the Company’s issued and outstanding subordinate voting shares not already owned by Fax Investments or Blair Driscoll, the Company’s Chief Executive Officer (together, the “Continuing Shareholders”), by way of a statutory plan of arrangement under the Canada Business Corporations Act (the “Arrangement”).
Pursuant to the Arrangement, each holder of subordinate voting shares (other than the Continuing Shareholders) will receive $5.18 in cash per subordinate voting share. The Company has received conditional approval for the Arrangement from the Toronto Stock Exchange (the “TSX”). Subject to obtaining Shareholder approval at the Meeting and the approval of the Ontario Superior Court of Justice (Commercial List) (the “Court”), the Arrangement is expected to close early in the third quarter of 2022.
The Company’s board of directors, excluding interested directors, unanimously recommends that Shareholders vote IN FAVOUR of the Arrangement.
Shareholders with questions or seeking further information can contact IR@faxcapitalcorp.com.
About FAX Capital Corp.
The Company is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. The Company intends to invest in equity, debt and/or hybrid securities of high-quality businesses. The Company initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States. For further information, please visit the Company’s website at www.faxcapitalcorp.com.
For additional information please contact:
Investor Relations
Tim Foran
Email: IR@faxcapitalcorp.com
Website: www.faxcapitalcorp.com
Media Relations
Kieran Lawler
Telephone: (416) 303-0799
Email: Kieran.lawler@loderockadvisors.com
No Offer or Solicitation
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Subordinate Voting Shares.
Cautionary Statement Regarding Use of Non-IFRS Accounting Measures
This press release makes reference to the following financial measure which is not recognized under International Financial Reporting Standards (IFRS) and which does not have a standard meaning prescribed by IFRS: “book value per share”. The Company’s book value per share is a measure of the performance of the Company as a whole. Book value per share is measured by dividing shareholders’ equity of the Company by the number of subordinate voting shares and multiple voting shares outstanding as at the date specified. The Company’s method of determining this financial measure may differ from other companies’ methods and, accordingly, this amount may not be comparable to measures used by other companies. This financial measure is not a performance measure as defined under IFRS and should not be considered either in isolation of, or as a substitute for, net earnings prepared in accordance with IFRS.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information. Such forward-looking information or statements (“FLS”) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. FLS contained or referred to in this press release include, but are not limited to, statements regarding the proposed timing and various steps contemplated in respect of the Arrangement, the holding of the Meeting, and the anticipated timing for closing of the Arrangement. Although the Company believes that the expectations reflected in such FLS are reasonable, undue reliance should not be placed on FLS because the Company can give no assurance that such expectations will prove to be correct.
FLS are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect, including: assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary Shareholder and Court approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the proposed Arrangement; and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the necessary Shareholder approvals and Court approvals or the necessity to extend the time limits for satisfying the other conditions to the completion of the proposed Arrangement. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the proposed Arrangement that could cause actual results to differ materially from those described in such FLS include, but are not limited to, the failure of the parties to obtain the necessary Shareholder and Court approvals or to otherwise satisfy the conditions to the completion of the proposed Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; the possibility of adverse reactions or changes in business relationships resulting from the completion of the Arrangement; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement; significant Arrangement costs or unknown liabilities; the failure to realize the expected benefits of the proposed Arrangement; and general economic conditions; as well as the identified risk factors included in the Company’s public disclosure, including the annual information form dated March 29, 2022, which is available on SEDAR at www.sedar.com and on the Company’s website at www.faxcapitalcorp.com. Failure to obtain the necessary Shareholder and Court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the proposed Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business, operating results and activities in general. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice. Consequently, the reader is cautioned not to place undue reliance on the FLS contained in this press release.
Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company's continuous disclosure filings that are available at www.sedar.com.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The TSX accepts no responsibility for the adequacy or accuracy of this release.
