Canadian specialty finance firm Difference Capital Financial and portfolio company Benev Capital Inc (TSX-V: BEV) have reached an agreement regarding the election of directors to Benev’s board. Vancouver-based Benev has agreed to expand its board to seven members from its current four and support three Difference Capital nominees so long as the investor continues to own at least 15 percent of its outstanding common shares. Difference Capital had previously forwarded several prominent board nominations to influence Benev’s recent changes in strategic direction.
BENEV and DCF Reach Agreement Regarding BENEV Board
VANCOUVER, BRITISH COLUMBIA–(Marketwired – June 4, 2014) – BENEV Capital Inc. (NEX BOARD:BEV.H) (“BENEV”) and Difference Capital Financial Inc. (TSX:DCF) (“DCF”) today announced that they have reached an agreement ending the anticipated proxy solicitation for the election of directors at BENEV’s Annual General and Special Meeting of Shareholders scheduled for June 30, 2014.
BENEV has agreed to expand its Board to seven members from its current four. In its forthcoming Management Information Circular, BENEV will support the election of three DCF nominees in addition to the four incumbent BENEV directors, provided that DCF continues to own at least 15% of the outstanding common shares of BENEV (the “Shares”). DCF has agreed to vote its Shares for the election of all seven nominees.
“With this agreement we have avoided an expensive and distracting proxy contest,” said Lorie Haber, Executive Chair of BENEV. “We will continue to focus on creating value for all shareholders. We look forward to working alongside the DCF nominees.”
Added Michael Wekerle, CEO of DCF, “We are pleased with the outcome and to have been able to work constructively with BENEV. We believe the DCF nominees will contribute additional skills and experience to the BENEV board and add shareholder value.”
As part of the settlement, BENEV has agreed to amend its Shareholder Rights Plan to provide for an acquiring person trigger at 28.4%, rather than the current 25%, commencing on the date of the amendment. The amendment would be subject to the approval of the NEX. DCF is BENEV’s largest shareholder, currently holding 28.4% of the Shares.
BENEV expects to mail its Management Information Circular in due course, a copy of which will also be available on SEDAR at www.sedar.com. The Management Information Circular will include all information required by applicable securities law on the three DCF nominees.
BENEV Capital Inc. is a Vancouver-based company with approximately $69 million in cash and more than $30 million of operating loss carry forwards. The Board has approved a corporate strategy to actively purchase, primarily, top-line royalty streams from a number of growing Canadian multi-location businesses and franchisors.
BENEV is pursuing a transformative transaction that makes use of BENEV’s cash and operating loss carry forwards to create value for shareholders. The completion of any proposed transformative transaction would be subject to BENEV shareholder approval.
DCF invests in and advises growth companies. DCF leverages its capital markets expertise to help unlock the value in technology, media and healthcare companies as they approach important milestones in their business lifecycle. Difference Capital Financial Inc. is traded under the Toronto Stock Exchange under the symbol “DCF”.
Forward Looking Statements
Certain statements contained in this press release 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”, “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. Forward-looking statements may relate to the BENEV Board or management’s future outlook and anticipated events or results, and may include statements or information regarding the future business strategy and strategic goals, plans and objectives of, or involving, BENEV.
Forward-looking statements are based on certain factors and assumptions regarding, among other things, market acceptance of BENEV’s corporate strategy and corporate endeavours and the success of BENEV’s announced corporate strategy and future transactions, including the completion or success of proposed royalty acquisitions, the ability to pay substantial dividends and an amendment to BENEV’s shareholder rights plan. There can be no assurance that that these assumptions will prove to be correct. Given these uncertainties, readers are cautioned that forward-looking statements included in this press 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 press release. BENEV 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.
All of the forward-looking statements made in this Press 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, BENEV.
Neither 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.
Sean Morrison, President
Longview Communications Inc.
Difference Capital Financial Inc.
Michael Wekerle, Chief Executive Officer
Bayfield Strategy, Inc.
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