People Corporation (the “
Company”) (TSX Venture:
PEO) today announced the positive outcome of the shareholder
(“
Shareholders”) vote at today’s special meeting
of the Shareholders (the “
Meeting”) regarding the
plan of arrangement previously announced on December 14, 2020
(the “
Arrangement”), pursuant to which an entity
(the “
Purchaser”) controlled by certain investment
funds managed by the Merchant Banking business of Goldman Sachs
& Co. LLC, will acquire all of the outstanding shares of the
Company (the “
Shares”) for C$15.22 in cash per
Share, other than certain Shares held by certain senior management
shareholders and their affiliates and associates who will receive,
in respect of such Shares, consideration consisting of cash and
shares of the direct parent of the Purchaser.
59,518,376 votes, or approximately 99.98% of the
votes cast at the Meeting by shareholders voting virtually or
represented by proxy were cast in favour of the special resolution
approving the Arrangement (52,988,800 votes, or approximately
99.97% of the votes cast in favour of the Arrangement, excluding
Shares required to be excluded pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions). The special resolution approving the Arrangement was
required to be passed by (i) at least two-thirds (66 2/3%) of the
votes cast at the Meeting by the Shareholders voting virtually or
represented by proxy at the Meeting; and (ii) a simple majority of
the votes cast by the Shareholders voting virtually or represented
by proxy at the Meeting and entitled to vote thereat, excluding
Shares required to be excluded pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions. Details of the voting results will be filed under the
Company’s profile on SEDAR at www.sedar.com.
The Company will apply for a final order of the
Ontario Superior Court of Justice (Commercial List) on February 12,
2021. Closing of the transaction remains subject to certain
customary closing conditions including court approval. Assuming the
satisfaction of these closing conditions, the transaction is
expected to close in the first calendar quarter of 2021.
Shareholder Questions and Assistance
Shareholders who have questions or require
assistance with submitting their Shares to the Arrangement may
direct their questions to Laurel Hill Advisory Group, the Company’s
proxy solicitation agent, by telephone at 1-877-452-7184 (North
American Toll-Free), or 1-416-304-0211 (Outside North America) or
by email to assistance@laurelhill.com. Further information about
submitting your Shares to the Arrangement, including with respect
to completing the applicable letter of transmittal, may be
addressed to TSX Trust Company, who is acting as depositary under
the Arrangement, toll free at 1-866-600-5869, or by email at
tmxeinvestorservices@tmx.com.
About People Corporation
People Corporation is a leading provider of
group benefits, group retirement and human resource services with
approximately 1,100 talented professionals serving organizations
across Canada. Bringing deep industry and subject matter expertise,
proprietary technology platforms and an innovative suite of
services to each client engagement, People Corporation delivers
uniquely valuable insights and solutions to make a positive
difference to its clients and their bottom line. Further
information is available at www.peoplecorporation.com.
About Goldman Sachs Merchant Banking
Business
Founded in 1869, The Goldman Sachs Group, Inc.
is a leading global investment banking, securities and investment
management firm. The Merchant Banking business of Goldman Sachs is
the primary center for the firm's long-term principal investing
activity and is one of the leading private capital investors in the
world with investments across private equity, infrastructure,
private debt, growth equity and real estate.
Forward-looking Statements
Certain statements made in this news release are
forward-looking statements within the meaning of applicable
securities laws, including, but not limited to, statements with
respect to the proposed transaction including the anticipated
completion and timing thereof, and other statements that are not
material facts. Often but not always, forward-looking statements
can be identified by the use of forward- looking terminology such
as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”,
“should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”,
“continue” or the negative of these terms or variations of them or
similar terminology.
Although the Company believes that the
forward-looking statements in this news release are based on
information and assumptions that are current, reasonable and
complete, these statements are by their nature subject to a number
of factors that could cause actual results to differ materially
from management’s expectations and plans as set forth in such
forward-looking statements, including, without limitation, the
following factors, many of which are beyond the Company’s control
and the effects of which can be difficult to predict: (a) the
possibility that the transaction will not be completed on the terms
and conditions, or on the timing, currently contemplated, and that
it may not be completed at all, due to a failure to obtain or
satisfy, in a timely manner or otherwise, required approvals and
other conditions of closing necessary to complete the transaction
or for other reasons; (b) risks related to tax matters; (c) the
possibility of adverse reactions or changes in business
relationships resulting from the announcement or completion of the
transaction; (d) risks relating to the Company’s ability to retain
and attract key personnel during the interim period; (e) the
possibility of litigation relating to the transaction; (f) credit,
market, currency, operational, liquidity and funding risks
generally and relating specifically to the transaction, including
changes in economic conditions, interest rates or tax rates; (g)
business, operational and financial risks and uncertainties
relating to the COVID-19 pandemic; (h) risks and uncertainties
relating to information management, technology, supply chain,
product safety, changes in law, competition, seasonality, commodity
price and business; and (i) other risks inherent to the Company’s
business and/or factors beyond its control which could have a
material adverse effect on the Company or the ability to consummate
the transaction.
The Company cautions that the foregoing list of
important factors and assumptions is not exhaustive and other
factors could also adversely affect its results. For more
information on the risks, uncertainties and assumptions that could
cause the Company’s actual results to differ from current
expectations, please refer to the “Risk Factors” section of the
Company’s Annual Information Form dated January 7, 2021, the
Company’s management information circular dated January 13, 2021,
as well as the Company’s other public filings, available at
www.sedar.com.
The forward-looking statements contained in this
news release describe the Company’s expectations at the date of
this news release and, accordingly, are subject to change after
such date. Except as may be required by applicable Canadian
securities laws, the Company does not undertake any obligation to
update or revise any forward-looking statements contained in this
news release, whether as a result of new information, future events
or otherwise. Readers are cautioned not to place undue reliance on
these forward-looking statements.
Contacts:
Laurel Hill Advisory Group North America Toll
Free: 1-877-452-7184 Collect Calls Outside North America:
1-416-304-0211 Email: assistance@laurelhill.com
Jonathan Ross, CFA Investor Relations - People
Corporation (416) 283-0178 jon.ross@loderockadvisors.com
Dennis Stewner, CPA, CA CFO and COO - People
Corporation (204) 940-3988 dennis.stewner@peoplecorporation.com
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