People Corp shareholders OK Goldman Sachs acquisition

Shareholders of Winnipeg-based People Corp have approved the company's acquisition by Goldman Sachs' merchant banking division.

Shareholders of Winnipeg-based People Corp have approved the company’s acquisition by Goldman Sachs’ merchant banking division. The deal, announced in December, has equity value of about C$1.13 billion and is expected to close in Q1 2020. People Corp is a provider of group benefits, group retirement and human resource services.

PRESS RELEASE

WINNIPEG, Manitoba, Feb. 11, 2021 (GLOBE NEWSWIRE) — 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.