mergers and acquisitions

The proposed merger of the Private Capital Markets Association (PCMA) and the National Exempt Market Association (NEMA) is heading to a vote at the PCMA annual meeting in Toronto on Jan. 17.

According to the information circular for the meeting, the groups have a deal that would see PCMA acquire the NEMA’s assets for $1, subject to approval by two thirds of the votes cast at the meeting.

“To better and more efficiently ensure the private capital and exempt markets have a unified industry voice, and to better leverage the skills, experiences and relationships of their respective leadership teams, PCMA and NEMA have conditionally agreed to merge their respective organizations,” the circular says.

If the merger is approved, NEMA’s members would join PCMA, and NEMA would be dissolved, PCMA would recognize NEMA as a founding member, and “certain directors from the leadership team of NEMA would be integrated with PCMA’s leadership team through the appointment of NEMA nominees to the board and or executive committee of PCMA,” according to the circular.

Along with approving the merger, PCMA is also seeking to expand its maximum board size to 45 directors from the current limit of 30. The new board would include 13 former directors of NEMA, and 32 directors elected by PCMA. The motion has to be approved by a two-thirds majority to take effect.

“Following the closing of the merger agreement, PCMA intends to continue to pursue its objectives as a leading industry voice for its members in respect of promoting and fostering the private capital markets in Canada,” the circular says.

NEMA members also must approve the dissolution of NEMA for the merger to proceed.