LONDON, Ontario--(BUSINESS WIRE)--VersaBank (TSX: VB, VB.PR.A, VB.PR.B) (“VersaBank”) and PWC Capital Inc. (TSX: PWC, PWC.PR.A, PWC.PR.B, PWC.NT.C) (“PWC”) today jointly announced that their securityholders have voted in favour of the previously announced amalgamation of the two companies and related transactions (the “Merger”) and concurrent recapitalization of PWC (the “PWC Recapitalization”) at their respective special meetings of securityholders (the “Meetings”) held for such purpose earlier today. The holders of the PWC Series C Notes also approved the modification and waiver of their right to receive any interest payments that become due and payable while the Pre-Amalgamation Agreement between VersaBank and PWC is in force, including for certainty, the interest payment due and payable on December 31, 2016 (the “Interest Payment Waiver”).
Of the votes cast at each meeting, approximately 90.42% of the PWC Class B Preferred Shares, 94.96% of the PWC Series C Notes, 98.73% of the PWC Common Shares and 99.92% of the VersaBank Common Shares and Preferred Shares, voting together as a single class, voted in favour of the resolutions to approve the certain aspects of the Merger, PWC Recapitalization and, in respect of the PWC Series C Notes only, the Interest Payment Waiver. In addition, approximately 96.09% of the PWC Common Shares voted in favour of the Merger and related transactions, other than those required to be excluded in determining such approval prescribed by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Further details of the voting results of the Meetings will be filed with the Canadian securities regulatory authorities and will be available under VersaBank’s and PWC’s respective profiles at www.sedar.com.
“We are very pleased by the overwhelming support the transaction received from our securityholders and look forward to bringing the transaction to a successful completion,” said David Taylor, President and Chief Executive Officer of VersaBank and PWC.
The closing of the Merger remains subject to certain regulatory approvals in Canada, including from the Minister of Finance. The Merger also is subject to other closing conditions, including satisfaction of the customary conditions of the TSX. Assuming receipt of such approvals and satisfaction of such closing conditions, the Merger is expected to close in the first quarter of calendar 2017.
PWC also announced today that it has delivered notices of redemption to holders of its 7.5% notes maturing on March 31, 2017 and non-voting, non-participating Class “A” preferred shares pursuant to which such securities will be redeemed for cash in accordance with their terms effective as of January 27, 2017 and January 30, 2017, respectively.
About VersaBank
VersaBank, a technology based and digital Canadian Schedule I chartered bank, operates using an “electronic branchless model”. It sources deposits, consumer loans, commercial loans and leases electronically. VersaBank also makes residential development and commercial mortgages it sources through a well-established network of brokers and direct contact with its lending staff. VersaBank Common Shares trade on the Toronto Stock Exchange under the symbol VB and its Series 1 Preferred Shares and Series 3 Preferred Shares trade under the symbols, VB.PR.A, VB.PR.B, respectively.
About PWC Capital Inc.
PWC Capital Inc. is a holding company whose PWC Common Shares, PWC Class A Preferred Shares, PWC Class B Preferred Shares and PWC Series C Notes trade on the Toronto Stock Exchange under the symbols PWC, PWC.PR.A, PWC.PR.B, PWC.NT.C, respectively. PWC currently owns approximately 63% of VersaBank’s outstanding Common Shares.
Forward-looking information
This news release may contain forward-looking information within the meaning of applicable securities laws that reflects the current expectations, estimates and projections of management about the future results, performance, achievements, prospects or opportunities for the combined entity following the Merger and expectations regarding whether the Merger will be consummated, including whether conditions to the consummation of the Merger will be satisfied, or the timing for completing the Merger. The words “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “aim”, “endeavour”, “project”, “continue”, “predict”, “potential”, or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.
Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management’s control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Management has attempted to identify important factors that could cause actual results, performance or achievements to vary from current expectations or estimates, expressed or implied, by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Merger; failure to obtain the necessary regulatory approvals; and the occurrence of any event, change or other circumstance that could give rise to amendment to, variation of or termination of the definitive agreements concerning the Merger. Additional risks and uncertainties regarding VersaBank and PWC are described in their respective most recent management discussion and analysis which are available on SEDAR at www.sedar.com.
This forward-looking information represents our views as of the date of this press release and such information should not be relied upon as representing management’s views as of any date subsequent to the date of this document. While we anticipate that subsequent events and developments may cause our views to change, we do not intend to update this forward-looking information, except as required by applicable securities laws.
