Y. Dov Meyer and Seth Greenspan entered into an arrangement agreement to acquire all of the issued and outstanding common shares of Terra Firma Capital Corporation (TSXV:TII) from GG North America Investments Limited Partnership, Pathfinder Asset Management Limited, Somers Limited, The Meyer Family Foundation and others on August 31, 2023. Under the terms of the transaction, each Shareholder of Terra Firma will receive CAD 7.30 per Share representing a total equity value of approximately C$46 million on a fully diluted basis. Y. Dov Meyer the executive chairman and director of the Terra Firma beneficially owns 7.5% of the issued and outstanding Shares. In case Terra Firma terminates the agreement, a termination fee of CAD 1,300,000 is applicable. The transaction is subject to receiving majority approval of shareholders of Terra Firma and Approval of the court. The board of directors has unanimously approved the transaction. A special committee formed comprised of independent directors of Terra Firma. Pursuant to closing, the Terra Firma Shares will be delisted from the TSXV. The Transaction is expected to close in the last quarter of 2023.
Blake, Cassels & Graydon LLP is acting as Legal advisor to Terra Firma. Cormark is acting as financial advisor and fairness opinion provider to the Special Committee and MNP is acting as independent financial advisor and and fairness opinion provider to the Special Committee. Norton Rose Fulbright Canada LLP is acting as independent legal counsel to the Special Committee. Goodmans LLP is acting as counsel to Y. Dov Meyer and Seth Greenspan.