Home Capital Receives No-Action Letter Under the Competition Act for Acquisition by Smith Financial Corporation

TORONTO--(BUSINESS WIRE)--Home Capital Group Inc. (“Home Capital”) (TSX: HCG) is pleased to announce that the Commissioner of Competition has issued a “no-action letter” in respect of Home Capital’s previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”). Under the Arrangement, a wholly-owned subsidiary of Smith Financial Corporation (“SFC”) has agreed to acquire the issued and outstanding common shares of Home Capital that SFC does not already own for $44.00 in cash per share (the “Purchase Price”), subject to increase in certain circumstances described below. The issuance of the no-action letter satisfies the Competition Act closing condition of the Arrangement.

Completion of the Arrangement remains subject to the receipt of regulatory approvals under the Bank Act (Canada) and the Trust and Loan Companies Act (Canada). Subject to obtaining all remaining required regulatory approvals and the satisfaction or waiver of the remaining customary closing conditions, the Arrangement is anticipated to be completed in mid-2023. If the Arrangement closes on or after May 20, 2023, the Purchase Price will be increased by an amount equal to $0.00273973 per share in cash per day up to and including the day prior to the closing of the Arrangement (equivalent to approximately $0.25 per share for every three-month delay beyond May 20, 2023).

Caution Regarding Forward-Looking Statements

This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to whether, and when, the Arrangement will be consummated and the anticipated receipt of required regulatory approvals, including the timing thereof. Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. These risks, uncertainties and assumptions include, but are not limited to failure to, in a timely manner, or at all, obtain the necessary required regulatory approvals for the Arrangement and other customary risks associated with transactions of this nature. Therefore, forward-looking information should be considered carefully and undue reliance should not be placed on such information. Please note that forward-looking information in this news release reflects management’s expectations as of the date hereof, and therefore is subject to change. Home Capital disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Home Capital’s 2022 Annual and Fourth Quarter Report, available on Home Capital’s website at www.homecapital.com, and on SEDAR at www.sedar.com, for Home Capital’s Caution Regarding Forward-looking Statements.

About Home Capital

Home Capital is a public company, traded on the Toronto Stock Exchange (HCG), operating through its principal subsidiary, Home Trust Company. Home Trust Company is a federally regulated trust company offering residential and non-residential mortgage lending, securitization of residential mortgage products, consumer lending and credit card services. In addition, Home Trust Company and its wholly owned subsidiary, Home Bank, offer deposits via brokers and financial planners, and through a direct-to-consumer brand, Oaken Financial. Licensed to conduct business across Canada, we have offices in Ontario, Alberta, British Columbia, Nova Scotia, and Quebec.