2664291 Ontario Inc. entered into a letter of intent to acquire substantially all assets of Echelon Financial Holdings Inc. (TSX:EFH) on October 31, 2018. 2664291 Ontario Inc. entered into a definitive agreement to acquire substantially all assets of Echelon Financial Holdings Inc. (TSX:EFH) for approximately CAD 180 million on November 8, 2018. The consideration is subject to adjustments. The consideration of CAD 175 million also includes and escrow amount of CAD 12 million. The Escrow Amount will be withheld from the Purchase Price at Closing and paid instead into an escrow account. 2664291 Ontario Inc. will pay the consideration in cash. Echelon Financial Holdings Inc. will be required to pay a break fee of CAD 6.1 million in the event the Board accepts or supports a superior proposal. As of September 30, 2018, Echelon Financial reported Total revenue of CAD 318.32 million, Total assets of CAD 667.79 million, EBIT of CAD 5.24 million, EBITDA of CAD 10.85 million, Net income of CAD 7.58 million, Total common equity of 153.69 million, Earnings from continuing operations of CAD 4.98 million, Total debt of CAD 0, Net debt of – CAD 73.94 million and minority interest of CAD 3.48 million. The transaction is subject to the approval by the shareholders of Echelon Financial Holdings Inc., required insurance regulatory approvals, Competition Act approval and customary closing conditions. CAA, 2664291 Ontario Inc. and supporting shareholders have entered into voting and support agreement which provide that each supporting shareholder shall cause the shares owned or controlled by it to be voted in favour of the transaction. A special shareholder meeting will be held on January 23, 2019 to approve the transaction. Transaction is approved unanimously by the Board of Directors of Echelon Financial Holdings Inc. Special Committee considered numerous alternatives and recommended to Echelon Financial Holdings Inc. Board of Directors that the sale of substantially all assets of Echelon Financial Holdings Inc. to 2664291 Ontario Inc. is in the best interest of the company. As of January 23, 2019, Echelon Financial Holdings Inc. shareholders approved the transaction. As on February 14, 2019, the transaction is subject to regulatory approvals and is expected to be received during the second quarter of 2019. As of May 30, 2019, final regulatory approval has been granted for the transaction. National Bank Financial Inc. acted as the exclusive financial advisor and fairness opinion provider, Blair Franklin Capital Partners Inc. acted as fairness opinion provider, Graham Gow of McCarthy Tétrault LLP acted as legal advisor and Cassels Brock & Blackwell LLP acted as insurance regulatory counsel to Echelon Financial Holdings Inc. Stuart Carruthers, Donald Belovich, Meaghan Obee Tower, Marshall Eidinger, Natasha vandenHoven, Allyson Marta, Nancy Ramalho, Michael Kilby, Megan MacDonald, Lindsay Gwyer, Eryn Fanjoy, Connie Scott, Sara Shayan, Shawna Leclair, Malcom Peck-McQueen and Brett Zeggil of Stikeman Elliott LLP acted as legal advisors to 2664291 Ontario Inc. PricewaterhouseCoopers LLP acted as auditor for Echelon Financial Holdings Inc.