People Corporation Announces Completion of Plan of Arrangement
People Corporation (the "Company") (TSXVenture:PEO) today announced the completion of the previously announced plan of arrangement (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, acquired all of the outstanding common 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 received, in respect of such Shares, consideration consisting of cash and shares of the direct parent of the Purchaser. The Arrangement, which was announced on December 14, 2020, was approved by the Company's shareholders at a special meeting held on February 11, 2021 and the Company obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement on February 12, 2021.
As a result of the Arrangement, the Company is expected to be delisted from the TSX Venture Exchange (the "TSXV") at the close of trading on February 18, 2021. The Company will submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements.
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 email@example.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 firstname.lastname@example.org.
Required Early Warning Report Information
Following completion of the Arrangement (including the amalgamation of the Purchaser with the Company), the direct parent of the Purchaser had beneficial ownership and control over 100% of the issued and outstanding Shares. Prior to the Arrangement, the Purchaser held no Shares.
The registered office address of the Purchaser is 100 King Street West, Suite 6200, 1 First Canadian Place, Toronto, Ontario M5X 1B8, Canada.
This press release is being issued, in part, pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers which requires a report to be filed under the Company's profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. You may also contact Jonathan Ross ((416) 283-0178) to obtain a copy of the report.
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.
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the delisting of the Shares and timing thereof, the Company ceasing to be a reporting issuer and the termination of the Company's public reporting requirements. Often but not always, forward-looking statements can be identified by the use of forward- looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology.
Although the Company believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the risk of not obtaining final approval of the TSXV or an order of the securities regulatory authorities. The Company cautions that the foregoing important factors and assumptions are not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause the Company's actual results to differ from current expectations, please refer to the Company's other public filings, available at www.sedar.com.
The forward-looking statements contained in this news release describe the Company's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Jonathan Ross, CFA
Investor Relations - People Corporation
Dennis Stewner, CPA, CA
CFO and COO - People Corporation