Canadian specialty finance firm Difference Capital Financial has objected to an announcement by portfolio company Benev Capital Inc (TSX-V: BEV) that it will buy royalties from Franworks Franchise Corp for about $103 million. Difference Capital said the announcement did not reflect the unanimous recommendation of the board of directors, as directors did not include its nominees. The firm also said it is “skeptical as to the fairness of the process” that led to the transaction. Benev has responded, saying the deal was finalized before recent board changes, was properly processed, and enjoys the support of other shareholders.
Difference Capital Comments on BENEV’s Recent Announcement
TORONTO, ONTARIO–(Marketwired – July 7, 2014) – Difference Capital Financial Inc. (“DCF”) (TSX:DCF) (TSX:DCF.DB) today commented on a press release issued by BENEV Capital Inc. (“BENEV”) on June 30, 2014 (the “Press Release”). The Press Release announced that BENEV has entered into an agreement to acquire “top-line royalties” for approximately $103.0 million (the “Transaction”) and was released as the annual general meeting of BENEV (the “AGM”) was concluding in Vancouver.
At the outset, DCF wishes to address an incorrect statement in the Press Release whereby BENEV stated that the board of directors of BENEV “…unanimously recommends that shareholders of [BENEV] vote to approve the Transaction.” The new board of BENEV, elected on June 30, 2014, did not approve the Transaction, and yet the Press Release announcing board approval of the Transaction, was issued subsequent to their election the same day. It may be that the old board of BENEV had made this recommendation on the eve of the election of the new board. Regardless, this type of gamesmanship is unbecoming of a reporting issuer in the Canadian capital markets.
Three nominees of DCF were elected to the board of directors of BENEV, namely, John Albright, Arthur Mesher and Paul Sparkes (the “New Board Members”). None of the New Board Members have reviewed the Transaction, or have passed on its merits and as such, have provided no recommendation to BENEV shareholders on how to vote.
It is expected that the New Board Members, acting as independent fiduciaries, will be evaluating all due diligence and documentation relating to the Transaction in order to determine whether, in each of their opinions, the Transaction is in the best interests of all BENEV shareholders.
With respect to the Transaction, DCF is skeptical as to the fairness of the process which has been employed by BENEV. The timing of the announcement of the Transaction on the same day as the shareholders’ meeting as well as the disclosed terms of the Transaction are disconcerting to DCF. Over the coming period, DCF will seek to better understand the substance, the process, the timing and any related party elements of the Transaction. DCF is evaluating its legal options with respect to these matters.
About Difference Capital Financial Inc.
Difference Capital Financial Inc. invests in and advises growth companies. We leverage our capital market 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”.
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