(August 25 – 10:40 ET) – Equisure Financial Network Inc. says it has entered into an agreement with ING Canada Inc. that will see ING purchase Equisure in a deal valued at $7 a share, payable in cash. The total value of the offer is about $136 million.
ING has advised Equisure that it intends to make the offer in conjunction with other unidentified parties. ING will mail its take-over bid circular by September 29, with the offer expiring 21 days later.
The offer, for all the common shares, is subject to regulatory approvals and at least two-thirds support from shareholders, or sufficient shares for ING to obtain “majority of minority” approval for a going private transaction. ING already holds approximately 15.5%.
“Although we were satisfied to be a minority owner,” said Yves Brouillette, president and CEO of ING Canada, “we did not want to miss this particular opportunity to strengthen our relationship with this unique network. Our intention is to share ownership with, first, Equisure network brokers, then others who are working with ING to provide Canadians with an increasing range of insurance, banking and investment products and services.”
Equisure’s board has agreed to support the deal and is recommending acceptance of the bid to Equisure’s shareholders. Ley shareholders have already agreed to tender their 13% of the shares. The board has received a fairness opinion from BMO Nesbitt Burns Inc.
However the key shareholders may withdraw their shares in the event of a superior proposal and “certain other circumstances”. Equisure has agreed though to not solicit or encourage any competing bids and the deal comes with a $5.75 million breakup fee. Equisure has agreed to waive its shareholder rights plan.
Equisure has been looking for a buyer since the spring after its bid for Canada Brokerlink failed.