Smoothwater ups bid for Equity Financial acquisition


Handshakes with customer after contract signature; Photo courtesy of AlexRaths/iStock/Getty Images

Canadian activist investor Smoothwater Capital Corp has increased the offer for its take-private acquisition of Equity Financial Holdings Inc (TSX: EQI), a Toronto-based provider of residential first mortgage loans through its affiliate, Equity Financial Trust Co. Smoothwater agreed to increase the purchase price to $10.25 per share from $9.75 per share. The change implies an equity value of close to $110 million. The deal, announced last month, will prior to closing see Smoothwater, an existing shareholder, joined by Hennick & CoFreycinet Ventures and others as capital partners.

PRESS RELEASE

Smoothwater Capital Corporation Increases Price to $10.25 Per Share in its Proposed Acquisition of Equity Financial Holdings Inc.

TORONTO, Nov. 27, 2017 /CNW/ – Equity Financial Holdings Inc. (TSX: EQI) (“Equity”), which offers residential mortgage loans through its wholly-owned subsidiary, Equity Financial Trust Company (“Equity Trust”), and Smoothwater Capital Corporation (“Smoothwater”) today announced that Smoothwater has agreed to increase the consideration payable by Smoothwater pursuant to the previously announced arrangement agreement dated October 30, 2017 from $9.75 per share to $10.25 per share (the “Consideration”). Under the plan of arrangement as amended (the “Amended Arrangement”), Smoothwater will acquire all the issued and outstanding shares of Equity (the “Shares”), other than Shares already owned or controlled by Smoothwater, its officers, and by certain other shareholders who have agreed to remain as continuing shareholders, by way of a plan of arrangement.

Equity and Smoothwater have entered into an amended and restated arrangement agreement (the “Amended and Restated Arrangement Agreement”) to give effect to the increased Consideration. In addition, Equity has agreed to terminate its right to solicit proposals constituting or which may reasonably be expected to constitute a superior proposal, to amend the termination fee payable to Smoothwater to $3 million, to proceed with the previously announced meeting of Equity’s shareholders on December 18, 2017 and to close the transactions contemplated by the Amended Arrangement on December 22, 2017. Equity continues to have the right to consider unsolicited alternative proposals that could result in a superior proposal. The Amended and Restated Arrangement Agreement will be posted under Equity’s profile on www.sedar.com.

The increased Consideration of $10.25 per Share represents a premium of 36.2% to the volume weighted average price of the Shares on the Toronto Stock Exchange for the 20 trading days ending October 30, 2017, the initial date of announcement of the plan of arrangement.

The Amended Arrangement and Amended and Restated Arrangement Agreement were unanimously recommended to the board of directors of Equity (the “Board”) by the special committee composed entirely of independent directors constituted to consider Smoothwater’s initial proposal (the “Special Committee”). The Board (with interested, non-independent directors abstaining from voting), following receipt of the unanimous recommendation by the Special Committee, unanimously approved the Amended and Restated Arrangement Agreement, the Amended Arrangement and the transactions contemplated thereby, and recommended that Shareholders vote in favour of the Amended Arrangement. The Board considered all relevant factors, including the review of two non-binding expressions of interest received by the Special Committee prior the entering into of the Amended and Restated Arrangement Agreement.

Advisors

Blair Franklin Capital Partners Inc. and National Bank Financial Inc. act as financial advisor and McCarthy Tétrault LLP serves as legal counsel to the Special Committee. Cassels Brock & Blackwell LLP serves as legal counsel to Equity. CIBC Capital Markets acts as financial advisor and Norton Rose Fulbright Canada LLP serves as legal counsel to Smoothwater.

About Equity Financial Holdings Inc.

Equity is a financial services company operating through its wholly-owned subsidiary, Equity Trust, a federally regulated deposit-taking trust company. Equity Trust serves the Canadian mortgage market by offering residential first mortgage loans to non-prime and near-prime customers who do not meet the conventional underwriting standards of the major Canadian banks. Learn more at www.equityfinancialtrust.com.

About Smoothwater Capital Corporation

Smoothwater focuses on investing its own capital in small to midcap Canadian public companies where there is an identifiable path to significantly improve the share value. Learn more at www.smoothwatercapital.com.

For further information: Equity Financial Holdings Inc., Michael R. Jones, President & CEO, 647.277.0106, www.equityfinancialtrust.com; Smoothwater Capital Corporation, Stephen J. Griggs, Chief Executive Officer, 416.986.2207, sgriggs@smoothwatercapital.com

Photo courtesy of AlexRaths/iStock/Getty Images