Toronto, Ontario–(Newsfile Corp. – April 1, 2021) – EFH Holdings Inc. (TSXV: EFH) (the “Company” or “EFH“) is pleased to announce that it has closed its previously announced transaction with Cooke Holdings Inc. (“Cooke“) for the acquisition of the remaining 25% ownership of The Insurance Company of Prince Edward Island (“ICPEI“) that the Company did not own (the “Acquisition“).
Serge Lavoie, CEO for both EFH and ICPEI, said, “We are pleased with the transaction and we will continue to focus on growing ICPEI profitably in the coming years.”
Terms of the Acquisition
Under the terms of the Acquisition, the Company acquired from Cooke all of the remaining issued and outstanding shares of ICPEI not already owned by EFH for a total cash consideration of $6,315,000 (the “Purchase Price“). The Acquisition is an arm’s length transaction.
Concurrent Private Placement
The Company is also please to announce the closing of the previously announced concurrent non-brokered private placement financing for an aggregate amount of $3,884,552 (the “Private Placement“). The Private Placement consists of the sale of 2,735,600 common shares of the Company (“Shares“) at a price of $1.42 per Share. The proceeds of the Private Placement were used to pay the Purchase Price of the Acquisition.
The Private Placement constitutes 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 subscribed for an aggregate of 395,500 Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, given that the fair market value of the participation in the Private Placement by certain insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Private Placement has been approved by the independent directors of the Company. The Company filed a material change report in respect of the Private Placement, but was not able to file at least 21 days before the closing date of the Private Placement as the Company required closing the Private Placement on an expedited basis for sound business reasons and in a timeframe consistent with usual market practice for transactions of this nature.
The Shares issued pursuant to the Private Placement are subject to a four month and one day hold period, ending on August 2, 2021, in accordance with applicable Canadian securities legislation. The Acquisition and the Private Placement have received the conditional approval of the TSX Venture Exchange and remain subject to final approval by the TSX Venture Exchange.
About The Insurance Company of Prince Edward
Founded in 1987, The Insurance Company of Prince Edward Island offers market-leading home, auto and commercial insurance solutions. Its products are sold exclusively through a network of brokers across all three Maritime Provinces and Quebec. ICPEI has established a longstanding record of underwriting profitability, rooted in its disciplined approach to risk selection. On July 1, 2014, EFH acquired 75% ownership of ICPEI.
About EFH Holdings Inc.
Founded in 1998, EFH Holdings Inc. operates in the property and casualty insurance industry in Canada, providing personal and commercial lines insurance exclusively through the broker channel. The Company distributes insurance products through The Insurance Company of Prince Edward Island. It trades on the TSX Venture Exchange under the symbol EFH.
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 with respect to the Acquisition and 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/79253