IOU Financial Inc. Announces Voting Results of Special Meeting of Shareholders
MONTREAL, Sept. 12, 2023 /PRNewswire/ - IOU Financial Inc. (TSXV: IOU) ("IOU" or the "Company") today announced the positive outcome of the vote of the IOU shareholders (the "Shareholders") at this morning's special meeting of the Shareholders (the "Meeting") held virtually, approving the previously-announced statutory plan of arrangement under the Business Corporations Act (Québec) (the "Arrangement") pursuant to which 9494-3677 Québec Inc., a corporation created by a group composed of (i) funds managed by Neuberger Berman ("Neuberger Berman"); (ii) funds managed by Palos Capital, including Palos IOU Inc. ("Palos IOU" and, together with Palos Capital, "Palos"), a newly-formed company consisting of certain affiliates of Palos Capital, certain former shareholders of the Company and directors and officers of the Company; and (iii) Fintech Ventures Fund, LLLP ("FinTech"), will acquire all of the issued and outstanding common shares of IOU (the "Shares") other than certain Shares to be re-invested by Neuberger Berman, Palos, FinTech and certain members of management of the Company, for a purchase price of $0.22 in cash per Share
68,576,505 votes, or 86.19% of the votes cast by Shareholders present or represented by proxy at the Meeting were cast in favour of the special resolution approving the Arrangement (the "Arrangement Resolution") (17,330,557 votes, or 61.19% of the votes cast in favour of the Arrangement Resolution, excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) ("MI 61-101")). The Arrangement Resolution was required to be passed by (i) at least two-thirds of the votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting, excluding Shares required to be excluded pursuant to MI 61-101.
IOU will present its application for a final order to the Superior Court of Québec (the "Court") on September 15, 2023. Subject to the Court's approval and certain customary closing conditions, closing is currently expected to occur in the following weeks.
IOU is a wholesale lender that provides quick and easy access to growth capital to small businesses through a network of preferred brokers across the US and Canada. Built on its proprietary IOU360 technology platform that connects underwriters, merchants and brokers in real time, IOU has become a trusted alternative to banks by originating over US$1 billion in loans to fund small business growth since 2009. IOU was named one of the 50 Best Places to Work in Fintech for 2022 by American Banker and trades on the TSX-V under the symbol "IOU", and on the US OTC markets as "IOUFF". For more information, please visit IOU's website at www.ioufinancial.com.
Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages a range of strategies – including equity, fixed income, quantitative and multi-asset class, private equity, real estate and hedge funds – on behalf of institutions, advisors and individual investors globally. Neuberger's investment philosophy is founded on active management, engaged ownership and fundamental research, including industry-leading research into material environmental, social and governance factors. Neuberger Berman is a PRI Leader, a designation awarded to fewer than 1% of investment firms. With offices in 26 countries, the firm's diverse team has over 2,750 professionals. For nine consecutive years, Neuberger Berman has been named first or second in Pensions & Investments Best Places to Work in Money Management survey (among those with 1,000 employees or more). The firm manages $443 billion in client assets as of June 30, 2023. For more information, please visit Neuberger's website at www.nb.com.
Palos Capital, based in Montréal, Québec, is a boutique financial services firm that primarily operates through two subsidiaries: Palos Wealth Management Inc. ("PWM") and Palos Management Inc. ("PMI"). PWM offers wealth management services, including discretionary portfolio management and separately managed account services to individual, corporate and institutional clients. PMI is an independent, investment fund manager and portfolio manager. Palos IOU is a newly formed corporation consisting of certain (i) affiliates of Palos Capital, and (ii) directors and officers of IOU. For more information, please visit Palos' website at www.palos.ca.
Fintech is an early-stage venture capital firm founded in 2015 and headquartered in Atlanta, GA, with offices in New York, NY. The firm focuses exclusively on investing in and partnering with entrepreneurs building promising technology-enabled companies in the banking, capital markets, and lending sectors. The Fintech Ventures team has multiple decades of collective operational and investment experience, with numerous successful exits. For more information, please visit www.fintechv.com.
Certain statements made in this press release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements or implications with respect to the timing of the closing of the Arrangement, and other statements that are not historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology.
Although the Company believes that the forward-looking statements in this press release are based on information and assumptions that are reasonable, these forward-looking statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond the Company's control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Court and regulatory approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Arrangement; (d) risks relating to the Company's ability to retain and attract key personnel during the interim period; (e) the possibility of litigation relating to the Arrangement, (f) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates, tax legislation or lending regulatory requirements; (g) the potential of a third party making a superior proposal to the Arrangement; (h) risks related to diverting management's attention from the Company's ongoing business operations; and (i) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement.
The Company cautions investors not to rely on the forward-looking statements contained in this press release when making an investment decision in their securities. Investors are encouraged to read the Company's filings available under its profile on SEDAR+ at www.sedarplus.ca, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this press release and IOU undertakes no obligation to update or revise any of these statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE IOU Financial Inc.
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