The Riverside Company agreed to acquire PFB Corporation (TSX:PFB) for approximately CAD 160 million on November 4, 2021. The consideration includes cash payment of CAD 24.10 per share which, on a fully diluted basis, is a total purchase price of CAD 178 million. The CAD 24.10 per share purchase price represents a premium of 7% to the closing price of the Shares on the Toronto Stock Exchange ("TSX") on November 4, 2021, the last trading day prior to this announcement, and a 15% premium to the volume-weighted average trading price of the shares on he TSX over the last 20 trading day period ending November 4, 2021. The Arrangement Agreement requires that PFB pay the Termination fee of CAD 7 million. Following the closing, PFB will continue to be run by its current management team led by Robert Graham, Chief Executive Officer. The transaction is subject to customary closing conditions, shareholder and court approvals. The special meeting is expected to be held on December 16, 2021. The Board, after consultation with its financial and legal advisors, has unanimously approved the agreement, determined that the arrangement is fair and reasonable to the shareholders and is in the best interests of PFB and unanimously recommends that shareholders vote their shares in favour of the arrangement. Arrangement is not conditional on Riverside obtaining financing. As of December 16, 2021, the transaction has been approved by the shareholders of PFB. PFB has also obtained a final order from the Court of Queen's Bench of Alberta approving the Arrangement. The transaction is expected to occur on December 17, 2021. Ed Bagdasarian, Jeremiah Mann, Eli Greif, Kyle Kearney of Intrepid Investment Bankers LLC served as a financial advisor and a fairness opinion provider for PFB. Jeff Oke of Burnet, Duckworth & Palmer LLP served as a legal advisor for PFB. Olga Kary of Blake, Cassels & Graydon LLP served as a legal advisor for Riverside. Ashley Gullett of Jones Day LLP served as a legal advisor for Riverside. KPMG was financial advisor to Riverside.

The Riverside Company completed the acquisition of PFB Corporation (TSX:PFB) on December 17, 2021.