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Matrix and Marquest Announce Proposed Business Combination
By: Marketwired .
Feb. 13, 2013 08:30 PM
TORONTO, ONTARIO -- (Marketwire) -- 02/14/13 -- Matrix Asset Management Inc. (TSX:MTA) ("Matrix") and Marquest Asset Management Inc. ("Marquest") are pleased to announce they have signed a Letter of Intent to pursue a business combination (the "Transaction") which would result in significant benefits to both parties. Following the Transaction, the Board of Matrix and its senior management team will include representation from both organizations.
David Levi, CEO of Matrix, commented, "This merger is an ideal fit because our two organizations share so many common business activities. This presents a tremendous opportunity for us to realize significant synergies, attain greater scale and build on our strengths."
-- Under the proposed Transaction, privately-held Marquest will combine with Matrix by way of a share exchange. Marquest shareholders are expected to receive treasury common shares of Matrix totaling 35%(1) of Matrix's issued shares, post-closing, in exchange for all shares of Marquest. In addition, Marquest's capital markets business will be spun- off to Marquest's existing shareholders(2). -- Under the Letter of Intent, the parties have agreed to use their best efforts, on a timely basis, to negotiate and execute definitive documentation and take all steps necessary to close the Transaction. Closing, which is scheduled for March 22, 2013, is subject to customary closing conditions(3), including obtaining necessary shareholder, stock exchange and regulatory approvals.
Andrew McKay, CEO of Marquest, commented, "We very much look forward to joining forces with Matrix, building on our combined business, and accessing new growth opportunities."
Summary of Expected Benefits
The proposed business combination is expected to yield the following benefits:
-- Additional substantial equity and working capital for the merged business, -- Significant cost savings from rationalization and operating synergies, -- Larger scale, diversified asset management platform, -- A stronger combined management team, and -- Greater growth opportunities.
The Letter of Intent also provides for the following significant matters:
Break Fees - A $500,000 break fee will be payable by either party to the other if that party fails to perform its obligations to pursue completion of the Transaction, or, on or before March 22, 2013, completes an alternative transaction that results in non-completion of the Transaction. However, if the Transaction does not close because Matrix accepts and completes an alternative transaction under a continuing process it initiated prior to the Letter of Intent, and Marquest has in good faith performed its obligations under the Letter of Intent, then Matrix will be required to pay Marquest a larger $750,000 break fee.
Grandfathered Items - Performance fees from Marquest managed or advised funds prior to Closing and gains on sales of securities acquired as a result of Marquest's capital markets unit activities prior to Closing, will be grandfathered to the existing Marquest shareholders (the cumulative total of such amounts paid to the existing Marquest shareholders being the "Grandfathered Amount"). However, to potentially offset this, any performance fees, IPA dividends or carried interest earned from any investment funds managed or advised by Matrix prior to Closing will not be for the benefit of the existing Marquest shareholders, until the total of such amounts equals the Grandfathered Amount.
CORNERSTONE GROUP(TM) acted as Exclusive Agent to Matrix on this Transaction.
(1) The 35% figure is based on Marquest shareholders tendering all of Marquest's issued and outstanding shares/equity interest. It will be a lesser prorated percentage if less than all such Marquest shares are tendered at Closing.
(2) Marquest conducts an exempt market dealer, capital markets business which assists issuers in raising capital. This unit will be spun-off to the existing Marquest shareholders. Marquest, as a subsidiary of Matrix, will have a 20% minority, participating interest in this unit, commencing 2.5 years after Closing. This spun-off capital markets unit will operate independently of Matrix.
(3) Closing of the Transaction is subject to satisfaction or waiver of conditions agreed to by the parties. It is unknown at this time if these conditions will be satisfied or waived.
Matrix Asset Management Inc. (TSX:MTA) is a diversified asset and wealth management company, with approximately $1.1 billion in assets under management and offices across Canada. Matrix's mission is to provide a diverse array of investment choices and the best possible investment management service to Canadian investors and institutions. Matrix delivers its services through three main operating subsidiaries serving institutional, high net worth and retail investors.
Marquest Asset Management Inc. is a private Canadian investment management firm incorporated in 1986 that offers a diverse range of investment products covering a variety of equity and fixed-income products. Marquest has $200 million in assets under management, advisory or administration.
Forward-looking statements: Certain statements in this press release are forward-looking statements. Forward-looking statements are based on beliefs and assumptions at the time the statements are made, including beliefs and assumptions about successful integration of acquired operations and the availability of potential growth or acquisition opportunities. While management considers these beliefs and assumptions to be reasonable based on information currently available to it, they are subject to numerous risks and uncertainties and no assurance can be given that such beliefs and assumptions will prove to be correct. Accordingly, actual results may differ significantly from those expressed or implied by forward-looking statements due to many factors including, but not limited to, risks associated with completing acquisitions and successfully integrating acquired operations. Many of these risks are beyond the control of Matrix. Other than as specifically required by law, Matrix undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements are made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results or otherwise.
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