canaccord genuity tender offerdivinity 2 respec talents

Em 15 de setembro de 2022

The Canaccord board of directors recommended last week that shareholders reject the proposal as the conditions of the bid were not expected to be satisfied at or before the deadline. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. When typing in this field, a list of search results will appear and be automatically updated as you type. To order copies of The board panel will wait for the banks formal valuation before providing a recommendation to investors on whether to accept the bid. Canadian residents/US IRA). Subject to the receipt of the Requested Exemptive Relief (as defined below), the Offeror intends to approach certain officers and/or employees of the Company and/or its subsidiaries prior to expiry of the Offer to become additional Offerors ("Additional Co-Offerors") pursuant to the execution of joinders to the Co-Bidding Agreement. Ltd. (the "Offeror") announced today that it has formally commenced the previously announced all-cash offer (the "Offer"), on behalf of itself and a management-led group consisting of officers and employees of Canaccord Genuity Group Inc. ("Canaccord Genuity" or the "Company") (TSX: CF) and its subsidiaries (collectively, the "CG Employee Group", and together with the Offeror, the "Offerors"), to acquire all of the issued and outstanding common shares of the Company (other than certain common shares beneficially owned by the CG Employee Group) ("Common Shares") at a price of C$11.25 per Common Share (the "Offer Price"). Wealth/Leon Frazer (1.5% of AUA), Dundee Securities Ltd. (0.4% of AUA), PI Financial Corp. (2.2% of AUA), Hollis Wealth (0.7% of AUA), Dundee Goodman Private Wealth (1.1% of AUA), Macquarie Private Wealth (1.0% of AUA), HSBC Retail Brokerage (1.5% of AUA), Wellington West Financial (3.8% of AUA). The Offeror intends to acquire all of the issued and outstanding Common Shares other than Common Shares owned by or on behalf of the Offerors or any of their affiliates or joint actors (excluding Common Shares elected to be tendered to the Proposed Offer, beneficially held by the CG Employee Group in a registered or other deferred profit sharing or savings plan, or otherwise issued and sold for the purposes of income taxes payable in connection with the settlement or exercise of share-settled equity awards (collectively, the "Non-Rollover Shares")). Further details as to the material terms of the Co-Bidding Agreement are described in the Offer Documents. If I purchase this in an IRA or 401k will taxes be withheld? Republication or distribution of this content is Copyright 2023 CNW Group Ltd. All Rights Reserved. This news release does not constitute an offer to buy or an invitation to sell, or a solicitation of an offer to sell or invitation to sell, any of the securities of Canaccord Genuity. So far, the details are limited as the circular hasnt been released yet (should be out shortly). The company has a one-year high of $2.85 and a one-year low of $0.96. Full details of the Proposed Offer will be set out in the Offer Documents, which the Offeror expects to file with the Canadian securities regulatory authorities. All Listen to article. Holders of Convertible Securities may participate in the Proposed Offer by tendering any Common Shares acquired pursuant to the vesting and/or exercise, as applicable, of such securities in accordance with their terms prior to expiry of the Proposed Offer. The company has been a strong beneficiary of post-COVID economic recovery. When typing in this field, a list of search results will appear and be automatically updated as you type. Such forward-looking statements reflect the Offeror's current beliefs and are based on information currently available. As specified in further detail in the Offer Documents, the Offer is subject to certain conditions including, but not limited to: that the Common Shares validly deposited to the Offer, and not withdrawn, that together with the Common Shares held by Holdco or the Offeror or to be transferred to Holdco or the Offeror pursuant to the Co-Bidding Agreement (as defined below), shall represent at least 75% of the then-outstanding Common Shares (on a fully-diluted basis, excluding any performance share options and restricted share units ("RSUs") that do not vest and/or are not exercisable until after the 56th day following the first take-up of Common Shares under the Offer); all convertible securities of the Company, including the RSUs and performance share options of the Company ("PSOs", and together with the RSUs, "Convertible Securities"), shall have been exercised in accordance with their terms, or if not exercised, be adjustable in accordance with their terms at the sole discretion of the Company Board on terms satisfactory to the Offeror, provided that the Company Board shall not have caused the vesting of any outstanding Convertible Securities to be accelerated and no Common Shares held by any of the employee benefit trusts administered or established by the Company or its subsidiaries thereof have been tendered to the Offer; the receipt of all necessary governmental, regulatory and third party approvals (as outlined in the Offer Documents); no material adverse effect shall have occurred; there shall not have been a failure to wind up Canaccord Genuity Wealth Group Holdings Ltd. into, or amalgamate Canaccord Genuity Wealth Group Holdings Ltd. with, the Company; the Offeror shall not have become aware, through any public announcement or otherwise, of any intention of Shareholders beneficially owning, in the aggregate, greater than 1% of the issued and outstanding Common Shares, to exercise dissent and appraisal rights in connection with any subsequent compulsory acquisition or other subsequent acquisition transaction; and other customary conditions, as further described in the Offer Documents. 1373113 B.C. Canaccord Genuity is conducting the Offer through a ''modified Dutch Auction'' procedure. ADVISORS AND DEPOSITARY AND INFORMATION AGENT. Currently trades at 1.2x BV. The Proposed Offer will only be made pursuant to a formal offer and the Offer Documents. Holdco, the Offeror and the CG Employee Group entered into a co-bidding agreement dated as of January 9, 2023 (the "Co-Bidding Agreement"), in order to, among other things, facilitate the organization of Holdco and the Offeror, the making and structuring of the Offer and the post-closing governance of Holdco and the Offeror. In 2019 paid-up capital stood at C$6.87/share and shouldnt have changed much since then. These statements relate to future events or future performance and reflect management's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Canaccord Genuity Group announced a substantial issuer bid for 6% of its diluted shares at C$15.50 - C$16.50/share. Except as may be required by applicable law, the Offeror does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise. Forward-looking statements include, but are not limited to, statements regarding: the Offer, including the anticipated timing, mechanics, funding, completion, settlement, results and effects of the Offer; the Offeror's objectives, strategies, intention, expectations and plans for Canaccord Genuity; the ability of the Offerors to complete the transactions contemplated by the Offer; reasons to accept the Offer and the expectation that such reasons continue to be prevailing; the purpose of the Offer; expectations regarding the availability of any exemptions under applicable securities laws, including the Requested Exemptive Relief and, if granted, the scope of and conditions to such relief; risks and challenges facing the Company; Additional Co-Offerors, if any, and the terms on which such Additional Co-Offerors will participate as an Offeror; and any other statements that are not material facts. This report by The Canadian Press was first published June 14, 2023. Currently, Holdco owns all of the outstanding shares of the Offeror and Daniel Daviau owns all of the outstanding shares of Holdco. February 27, 2023 at 11:55 am. The Offer is made exclusively by means of, and subject to the terms and conditions set out in, the Offer Documents. The Proposed Offer will be subject to certain conditions to be satisfied or, where permitted, waived by the Offeror at or prior to the expiry of the Proposed Offer, including, among other things, that: (i) the Common Shares validly deposited to the Proposed Offer, and not withdrawn, together with the Common Shares held by the Offeror or to be transferred to the Offeror pursuant to the Co-Bidding Agreement, represent at least 75% of the then-outstanding Common Shares (on a fully-diluted basis, excluding any Convertible Securities that do not vest and/or are not exercisable until after the 56th day following the first take-up of Common Shares under the Proposed Offer); (ii) none of the Lock-Up Agreements have been terminated in accordance with their terms; (iii) all governmental, regulatory and stock exchange approvals, including, among other things, the Requested Exemptive Relief (as defined below), approvals from domestic and international securities regulatory authorities and stock exchanges in all of the applicable jurisdictions in which the Company has presence and certain domestic or international merger and antitrust approvals including pursuant to the Competition Act (Canada), that the Offerors consider necessary or desirable in connection with the Proposed Offer or any compulsory acquisition or subsequent acquisition transaction shall have been obtained; (iv) all third party consents, approvals or waivers that the Offeror considers necessary or desirable in connection with the Proposed Offer and any compulsory acquisition or subsequent acquisition transaction shall have been obtained, including all consents, approvals or waivers required to complete the Proposed Offer and any compulsory acquisition or subsequent acquisition transaction from the lenders under the senior facilities agreement of Canaccord Genuity Wealth Group Holdings (Jersey) Limited dated September 29, 2021, as it may be amended, supplemented or restated from time to time (the "U.K. Credit Facility"); (v) all Convertible Securities shall have been exercised in accordance with their terms, or if not exercised, be adjustable in accordance with their terms at the sole discretion of the Company Board on terms satisfactory to the Offeror, provided that the Company Board shall not have caused the vesting of any outstanding equity awards to be accelerated and no Common Shares held by any of the employee benefit trusts administered by the Company or its subsidiaries thereof have been tendered to the Proposed Offer; (vi) there shall not exist any prohibition at Law against the Offeror from making the Proposed Offer or the Offeror, on behalf of itself and the CG Employee Group, taking up and paying for the Common Shares under the Proposed Offer or completing any compulsory acquisition or subsequent acquisition transaction; (vii) the Company shall not have adopted or implemented a shareholder rights plan, disposed of any material assets, incurred any material debts, commenced proceedings under the Companies' Creditors Arrangement Act (Canada) or the Bankruptcy and Insolvency Act (Canada), implemented any changes in its capital structure or otherwise implemented or attempted to implement a defensive tactic; (viii) no material adverse change or effect shall have occurred in the business, assets, liabilities, operations, capitalization, properties, condition (financial or otherwise), prospects or other affairs of the Company; (ix) there shall not be any action, proceeding, litigation or regulatory order in effect, pending or threatened that may make illegal, enjoin, prohibit, delay, restrict, make materially more costly or otherwise hamper the carrying out of the Proposed Offer and any compulsory acquisition or subsequent acquisition transaction; * the Offeror shall not have become aware of the Company having made any untrue statement of a material fact or omitting to state a material fact that is required to be made to any domestic or international securities regulatory authority or the New Self-Regulatory Organization (formerly the Investment Industry Regulatory Organization of Canada); (xi) no term or condition exists in a material contract or permit to which the Company is a party that, as a result of the transactions contemplated under the Proposed Offer and any compulsory acquisition or subsequent acquisition transaction, could result in the creation or acceleration of any material liability or other adverse impact; (xii) each member of the Company Board (other than David Kassie, Daniel Daviau and any other directors identified by the Offeror prior to expiry of the Proposed Offer) shall have resigned at or prior to expiry of the Proposed Offer, or tendered a resignation that automatically becomes effective as at the time of the first take-up or acquisition of the Common Shares by the Offeror pursuant to the Proposed Offer; and (xiii) the statutory minimum tender and other conditions set out in National Instrument 62-104 Take-Over Bids and Issuer Bids (which cannot be waived) shall have been satisfied; (xiv) there shall not have been a failure to wind up Canaccord Genuity Wealth Group Holdings Ltd. into, or amalgamate Canaccord Genuity Wealth Group Holdings Ltd. with, the Company; (xv) the Offeror shall not have become aware, through any public announcement or otherwise, of any intention of Shareholders beneficially owning, in the aggregate, greater than 1% of the issued and outstanding Common Shares, to exercise dissent and appraisal rights in connection with any compulsory acquisition or subsequent acquisition transaction; and (xvi) other customary conditions and such other terms and conditions the Offeror considers advisable in the circumstances for a transaction of this nature shall have been satisfied.

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canaccord genuity tender offer