Press release from CNW Group
Aston Hill Financial Inc. announces agreement to acquire Navina Asset Management Inc.
Monday, June 07, 2010
Aston Hill Financial Inc. announces agreement to acquire Navina Asset Management Inc.15:34 EDT Monday, June 07, 2010CALGARY and TORONTO, June 7 /CNW/ - Aston Hill Financial Inc. ("Aston Hill") and Navina Asset Management Inc. ("Navina") are pleased to announce the execution of a share purchase agreement (the "Agreement") with Navina and the holders of the issued and outstanding common shares of Navina (the "Navina Shareholders"). Pursuant to the Agreement, Aston Hill will acquire 100% of the common shares of Navina (the "Acquisition") for a base consideration equivalent to $4.2 million (the "Base Consideration"), and subject to potential additional earn-outs of up to $1.8 million (the "Earn-Outs") if certain conditions are met. The purchase price is to be satisfied through a combination of cash and common shares of Aston Hill (the "Aston Hill Shares") as described below.Navina is a highly respected Toronto-based asset management firm specializing in the development, sales and management of numerous closed-end mutual funds, open-ended mutual funds and hedge funds. The majority of the Navina funds are managed by Ravi Sood, an experienced portfolio manager, who will be joining Aston Hill as part of the Acquisition. The Assets Under Management and advisory ("AUM") of Navina are approximately $225 million and are complementary to Aston Hill's existing suite of AUM.The primary benefits of the Acquisition to Aston Hill include the addition of Mr. Sood's unique talents to Aston Hill's existing three licensed portfolio manager team, a 10% increase in AUM, and operational synergies that are expected to enhance Aston Hill's profitability. As a result of this transaction, Aston Hill will also become a fully licensed portfolio manager able to create and manage a wider range of financial products.Navina's various clients will also benefit from this transaction as they will gain access to the income and energy oriented expertise of Aston Hill and a larger combined infrastructure.The Navina Shareholders may elect to receive an aggregate of up to $4,200,000 of the Base Consideration in Aston Hill Shares issued at a deemed price per Aston Hill Share of $1.20, which represents a 2.6% premium to yesterday's closing price of the Aston Hill Shares on the TSX Venture Exchange (the "TSXV") of $1.17 per share. The Earn-Out, if any, will be paid to Navina Shareholders in cash, Aston Hill Shares or a combination of both, with the Aston Hill Shares being issued at a deemed price equal to the 30 day weighted average trading price of the Aston Hill Shares on the TSXV for the 30 trading day period ended on the trading day immediately prior to the date which is one year from the closing date. The Acquisition is subject to a number of customary conditions, including the approval of the TSXV and the Ontario Securities Commission. The Agreement includes, among other provisions, customary non-solicitation and non-competition covenants by Navina's selling shareholders, and a break fee payable to Aston Hill if the Acquisition is not completed in certain circumstances. The Acquisition is expected to be completed in July 2010.Aston Hill is an asset management company with expertise in income products, energy, oil and gas property management and private equity. Aston Hill has offices in Calgary and Toronto and is listed on the TSXV under the symbol "AHF".NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.Advisory Respecting Forward-Looking Information This news release contains certain forward-looking information and statements (collectively "forward-looking information") within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information. In particular, but without limiting the foregoing, this news release contains forward-looking information pertaining to the following: (i) any benefits anticipated to be achieved by Aston Hill upon completion of the Acquisition; (ii) the ability to obtain all of the permits and regulatory approvals, and the ability to satisfy all conditions precedent, necessary for the completion of the Acquisition; (iii) the anticipated timing of closing of the Acquisition; and (iv) other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release.The forward-looking information included in this news release is not a guarantee of future performance and should not be unduly relied upon. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties including but not limited to risks that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the Agreement and risks that other conditions to the completion of the Acquisition are not satisfied on the timelines set forth in the Agreement or at all. Further, achieving the benefits of the Acquisition depends in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as Aston Hill's ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with those of Aston Hill. The integration requires the dedication of substantial management effort, time and resources which may divert management's focus and resources from other strategic opportunities and from operational matters during this process. The integration process may result in the loss of key employees and the disruption of ongoing business, customer and employee relationships that may adversely affect Aston Hill's ability to achieve the anticipated benefits of the Acquisition.Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release as intended, planned, anticipated, believed, estimated, or expected.Aston Hill cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. For a more detailed description of the risks and uncertainties facing Aston Hill and its business and affairs, readers should refer to Aston Hill's interim and annual financial statements and management's discussion and analysis which are available at www.sedar.com. The forward-looking information contained in this news release speaks only as of the date of this news release, and Aston Hill assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.%SEDAR: 00025768EFor further information: concerning this news release, please contact: Eric Tremblay, Chief Executive Officer, Aston Hill Financial Inc., (403) 770-4817; Ben Cheng, President, Aston Hill Financial Inc., (416) 861-9152; Larry Titley, Vice President and CFO, Aston Hill Financial Inc., (403) 770-4808; Ravi Sood, Chief Executive Officer, Navina Asset Management, (416) 362-6153