Terms of the Acquisition
Under the terms of the Acquisition, the Company will acquire from Cooke all of the remaining issued and outstanding shares of ICPEI not already owned by EFH (the "ICPEI Shares") for a total cash consideration of approximately
Completion of the Acquisition is subject to a number of conditions precedent, including but not limited to, the completion to the satisfaction of EFH of due diligence, the negotiation and execution of definitive documentation, and the approval of the
Concurrent Private Placement
As a condition to completing the Acquisition, the Company intends to complete a non-brokered private placement financing of up to
The proceeds of the Private Placement will be held in escrow, pending the Company receiving all applicable regulatory approvals and will be used to pay the Purchase Price on the closing of the Acquisition. If the Acquisition is not completed, the proceeds of the Private Placement will be returned to the subscribers.
The Shares issued pursuant to the Private Placement will be subject to a hold period of four (4) months and one day from the date of closing of the Private Placement. In addition, the Private Placement is subject to the approval of the
The Private Placement will constitute a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), given that certain insiders of the Company have indicated their intention to subscribe for Shares under the Private Placement. On closing of the Private Placement, it is expected that certain insiders will subscribe for an aggregate of
About The Insurance Company of
Founded in 1987,
About
Founded in 1998,
Forward-looking Information
This news release contains forward-looking information based on current expectations. This information includes, but is not limited to, statements about the targets, ongoing objectives, strategies, timelines for completing the Acquisition and the Private Placement, Purchase Price, amounts to be raised pursuant to the Private Placement and outlook of EFH. These statements, which appear in this press release generally can be identified by the use of forward-looking words such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "would", "should", "could", "trend", "predict", "likely", "potential" or "continue" or the negative thereof and similar variations.
This information is based upon certain material factors or assumptions that were applied in drawing a conclusion or making a projection as reflected in the forward-looking information. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific. A variety of material factors, many of which are beyond EFH's control, affect the operations, performance and results of its business and could cause actual results to differ materially from the expectations expressed in any of this forward-looking information.
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