YMG Capital Management Inc. and Fiera Capital Management Inc. today announced that Fiera Capital has agreed to acquire all of the issued and outstanding common shares of YMG.

Upon closing, the combined assets under management of the two firms will exceed $26 billion. This would rank the new firm as one of the largest independent investment managers in Canada.

YMG shareholders will receive $3.25 in cash for each YMG common share. This represents a premium of 22.2% over the 20 day volume weighted average trading price of YMG common shares to Nov. 14, 2005.

YMG’s board of directors has received an opinion from Scotia Capital Inc. that Fiera Capital offer is fair from a financial point of view.

Certain management shareholders of YMG have agreed to sell their YMG common shares immediately after completion of the plan of arrangement for $3.25 in cash for each YMG common share or a combination of cash and shares of a private Fiera Capital affiliate. Upon closing, YMG management personnel will become important shareholders of Fiera Capital through this affiliate company.

Shareholders owning or controlling approximately 53.2% of YMG’s outstanding common shares have entered into support agreements with Fiera Capital under which they will irrevocably vote their shares in favour of the Fiera Capital transaction. In that total are three non-management shareholders, including Greg Edwards, YMG’s largest non-management shareholder, who control in the aggregate approximately 18.2% of YMG’s common shares.

“The combination of our complementary businesses creates a broader service offering and enriches our investment solutions for our respective clients,” said Jean-Guy Desjardins, chairman and CEO of Fiera Capital, in a release.

“YMG is known for its core investment strategies and strong relationships between its portfolio managers and clients. We look forward to working with YMG personnel as we build one of Canada’s leading independent investment management firms.”

“We’re confident that partnering with Fiera Capital and its exceptional investment professionals is in the best interests of all concerned,” said Eric Innes, president and CEO of YMG.
“In particular, our clients will enjoy continuity of our investment teams, styles and process.”

An information circular containing further details of the special meeting of YMG shareholders and the proposed plan of arrangement is expected to be sent by YMG to its shareholders in December 2005.

Subject to receiving the required Court and other approvals, the transaction is expected to be completed in January 2006.

YMG is a full service investment manager providing investment counselling to pension funds, financial institutions, foundations and high net worth individuals.

Founded in 2003, Fiera Capital focuses on delivering competitive and tailored multi-style investment solutions to its diverse clientele, which is composed largely of institutional investors, mutual funds, religious and charitable organizations and high net worth investors.