(August 30 – 14:25 ET) – Montrusco Bolton Inc. and First International Asset Management Inc. announced today that Montrusco Bolton has agreed to a plan enabling the acquisition all the common shares of Montrusco Bolton by First International. The deal proposes a share price of C$14.25.
Under the terms of the agreement, certain management shareholders are exchanging their shares in Montrusco Bolton for cash and/or shares of a newly created subsidiary of First International. After the transaction, management will own a 30% fully diluted interest in the subsidiary with First International owning a 70% interest. All other shareholders, including certain departed management shareholders, will receive cash.
“We are extremely excited about the opportunities to grow our operations and enhance the products and services that we offer our clients,” said André Marsan, chairman of Montrusco Bolton.
The board of directors of Montrusco Bolton has unanimously determined that the proposed transaction is in the best interests of Montrusco Bolton and unanimously recommends that shareholders vote in favour of the transaction. The board of directors came to these determinations based on the report of its special committee of independent directors and the receipt of a favourable fairness opinion from BMO Nesbitt Burns Inc., financial advisor to the special committee.
Montrusco Bolton has agreed not to solicit other offers for the company and to provide First International the opportunity to match any other offer and to pay a “break fee” of approximately $3.7 million under most circumstances should this proposed transaction not be completed. The proposed transaction is subject to the approval of Montrusco Bolton shareholders, voting at a special meeting of shareholders, and is also subject to the receipt of regulatory approvals and the approval of the Superior Court of Justice (Quebec).
-IE Staff