Shareholders of merchant bank BENEV Capital Inc have approved its previously announced deal with Franworks Franchise Corp to acquire a $12 million annual top-line royalty for a purchase price of approximately $103 million. Shareholders also agreed to a change in the company’s name from BENEV to Diversified Royalty Corp. The Franworks acquisition was a point of contention between BENEV and former investor Difference Capital Financial, which reportedly sold all of its holdings in July. Earlier in 2014, the Vancouver-based BENEV entered into a services agreement with Canadian private equity firm Maxam Capital Corp.
BENEV Shareholders Support Royalty Acquisition
VANCOUVER, BRITISH COLUMBIA–(Marketwired – Sept. 18, 2014) – BENEV Capital Inc. (TSX VENTURE:BEV.H) –
BENEV Capital Inc. (the “Corporation” or “BCI”) announces today that it has received shareholder approval for its previously announced proposed transaction with Franworks Franchise Corp. of Calgary, Alberta (“Franworks”) to acquire an approximate $12 million annual top-line royalty for a purchase price of approximately $103.0 million (the “Transaction”) at the special meeting of BCI shareholders (the “Meeting”) held earlier today. At the Meeting, BCI shareholders also approved: (i) the change of name of BCI from “BENEV Capital Inc.” to “Diversified Royalty Corp.”, to be effected shortly after closing of the Transaction; (ii) the new long-
term incentive plan (the “LTIP”) of BCI; and (iii) the grant of 250,000 restricted share units (“RSUs”) to Sean Morrison (President and Chief Executive Officer of BCI) and the optional exchange of previously granted stock options of BCI for RSUs, in each case, pursuant to the LTIP.
Full details of the voting results with respect to the foregoing items will be contained in the Report of Voting Results for the Meeting which will be filed on SEDAR at www.sedar.com in due course.
BCI previously received conditional approval from the TSX Venture Exchange (the “TSX-V”) for the Transaction and from the Toronto Stock Exchange (the “TSX”) for the listing of its common shares on the TSX subsequent to the closing of the Transaction. Completion of the Transaction and the listing of BCI’s common shares on the TSX remain subject to BCI receiving final approval therefor from the TSX-V and TSX, respectively. There can be no assurance that the Transaction or the listing of BCI’s common shares on the TSX will be completed as proposed or at all.
For further information with respect to the Transaction and the matters considered and approved by BCI shareholders at the Meeting, reference should be made to BCI’s management information circular dated August 18, 2014 (the “Circular”) that was sent to BCI’s shareholders in advance of the Meeting, a copy of which is available under BCI’s profile at www.sedar.com.
Success in Litigation with John Bennett
In June 2013, BCI announced that John Bennett was seeking to terminate the stay of BCI’s claim made in 2008 in order to bring a counterclaim against BCI in the Ontario courts. Mr. Bennett asserted claims for conspiracy, defamation and other wrongs, and was seeking damages of $30 million plus interest and costs (including $5 million in punitive damages). BCI indicated at the time that it planned to vigorously contest Mr. Bennett’s claims, which it believed to be entirely without foundation, abusive and improper.
In April 2014, BCI announced that its motion to strike the counterclaim as failing to disclose a cause of action against BCI was successful. The Ontario Superior Court ordered Mr. Bennett’s counterclaim struck without leave to amend. Costs in the amount of $16,000 were also awarded against Mr. Bennett and in favour of BCI. Subsequent to this announcement, Mr. Bennett filed for appeal of the decision of the motions judge to strike the counterclaim.
Mr. Bennett’s appeal from the order dismissing his $30 million counterclaim against BCI was heard on September 15, 2014 and was dismissed from the bench. The Ontario Court of Appeal unanimously concluded that the motions judge had made no error in striking Mr. Bennett’s counterclaim without any leave to amend it. The court granted $6,600 in costs in favour of BCI, in addition to the $16,000 costs order in favour of BCI awarded on the initial motion.
Appointment of Corporate Secretary
Mr. Greg Gutmanis, Chief Financial Officer of BCI, has been appointed as BCI’s Corporate Secretary effective today. Mr. Gutmanis will serve as Chief Financial Officer and Corporate Secretary of BCI going forward. The position of Corporate Secretary had been vacant since March 31, 2014.
Investors are cautioned that, except as disclosed herein or in the Circular, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of BCI should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Laurentian Bank Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor to BCI in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.
Certain statements contained in this news release and in certain documents incorporated herein by reference may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, “project”, “should”, “believe”, “confident”, “plan” and “intends” and similar expressions are intended to identify forward-
looking statements, although not all forward-looking statements contain these identifying words. Specifically, forward-looking statements in this news release include, but are not limited to, statements made in relation to: (i) the closing of the Transaction, the listing of BCI’s common shares on the TSX and the stock exchange approvals required therefor; (ii) the Report of Voting Results for the Meeting and the filing thereof on SEDAR at www.sedar.com; (iii) the change of BCI’s name from “BENEV Capital Inc.” to “Diversified Royalty Corp.”; and (iv) Mr. Greg Gutmanis’ role as Chief Financial Officer and Corporate Secretary of BCI going forward.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of BCI to differ materially from those anticipated or implied in such forward-looking statements. BCI believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct. In particular, there can be no assurance that BCI will: (i) close the Transaction; and/or (ii) obtain necessary final regulatory and stock exchange approvals to complete the Transaction and have its common shares listed
on the TSX. Given these uncertainties, readers are cautioned that forward-looking statements included in this news release are not guarantees of future performance, and such forward-looking statements should not be unduly relied upon. These statements speak only as of the date of this news release. BCI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
In formulating the forward-looking statements contained herein, management has assumed that business and economic conditions affecting BCI will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity, regulations (including those regarding importation of hazardous materials), and that there will be no unplanned material changes in its facilities, equipment, or customer or employee relations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.
All of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, BCI.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
BENEV Capital Inc.
President and Chief Executive Officer
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