Industrial Alliance Agrees to Acquire TSX-listed Jovian Capital Corporation
Industrial Alliance Insurance and Financial Services Inc. ("Industrial Alliance") today announced an agreement to acquire through a plan of arrangement all of the outstanding common shares of Jovian Capital Corporation ("Jovian") at $10.23 per share for an aggregate consideration of $94 million. Jovian shareholders may elect to receive proceeds either all in cash or 0.2386 of a common share of Industrial Alliance for each common share of Jovian, or a combination thereof, subject to an overall cap of 35% of the aggregate consideration payable in Industrial Alliance common shares.
Jovian (TSX:JOV) holds interests in a portfolio of financial services companies, including Leon Frazer & Associates Inc., T.E. Investment Counsel Inc., Hahn Investment Stewards & Company Inc., JovFinancial Solutions Inc. and IIROC dealer MGI Securities Inc. Jovian has combined assets under management and administration of almost $7 billion.
"This is a strategic and additive acquisition that complements our well-established wealth management platform," commented Yvon Charest, President and Chief Executive Officer of Industrial Alliance. "It provides us with immediate scale in the fast-growing private client management segment, as well as significant incremental IIROC distribution across Canada. We extend a warm welcome to all members of the Jovian group and view their addition to the Industrial Alliance family as important to the continued expansion and success of our wealth management business."
"Over the last 10 years, Industrial Alliance has grown organically and through acquisitions to become a leading manufacturer and distributor of wealth management solutions in Canada with assets under management and administration of more than $45 billion," added David Scandiffio, Senior Vice President of Industrial Alliance and head of the Company’s wealth management division. "With the addition of the Jovian group of companies - each of which brings unique expertise in different facets of private client management - we look forward to expanding our products and services to current distribution partners as well as extending that offering to broader distribution channels."
The acquisition of Jovian will result in one-time restructuring and transaction costs of approximately $0.09 per share. Excluding these costs, the acquisition is expected to be neutral to earnings per share in 2013. The transaction will have an impact of approximately 5 percentage points on the solvency ratio.
The board of directors of Jovian has unanimously approved the transaction and has agreed to recommend that shareholders vote in favour of the transaction. Shareholders owning or controlling approximately 38% of Jovian’s outstanding shares have agreed to vote in favour of the transaction. An information circular with further details on the plan of arrangement is expected to be mailed by Jovian to its shareholders in August 2013.
The transaction, which is subject to customary closing conditions, including receipt of court, shareholder and regulatory approvals, is expected to be completed in early October 2013.
This press release may contain statements relating to strategies used by Industrial Alliance or statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "may", "will", "could", "should", "would", "suspect", "expect", "anticipate", "intend", "plan", "believe", "estimate", and "continue" (or the negative thereof), as well as words such as "objective" or "goal" or other similar words or expressions. Such statements constitute forward looking statements within the meaning of securities laws. Forward looking statements include, but are not limited to, information concerning the Company’s possible or assumed future operating results. These statements are not historical facts; they represent only the Company’s expectations, estimates and projections regarding future events.
Although Industrial Alliance believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Factors that could cause actual results to differ materially from expectations include, but are not limited to: general business and economic conditions; level of competition and consolidation; changes in laws and regulations including tax laws; liquidity of Industrial Alliance including the availability of financing to meet existing financial commitments on their expected maturity dates when required; accuracy of information received from counterparties and the ability of counterparties to meet their obligations; accuracy of accounting policies and actuarial methods used by Industrial Alliance; insurance risks including mortality, morbidity, longevity and policyholder behaviour including the occurrence of natural or man-made disasters, pandemic diseases and acts of terrorism.
Additional information about the material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the "Risk Management" section of the 2012 Management’s Discussion and Analysis and in the "Management of Risks Associated with Financial Instruments" note to Industrial Alliance’s consolidated financial statements, and elsewhere in Industrial Alliance’s filings with Canadian securities regulators, which are available for review at www.sedar.com.
The forward-looking statements in this news release reflect the Company’s expectations as of the date of this press release. Industrial Alliance does not undertake to update or release any revisions to these forward looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.
About Industrial Alliance
Founded in 1892, Industrial Alliance Insurance and Financial Services Inc. is a life and health insurance company with operations in all regions of Canada as well as in the United States. The Company offers a wide range of life and health insurance products, savings and retirement plans, RRSPs, mutual and segregated funds, securities, auto and home insurance, mortgage loans and other financial products and services for both individuals and groups. The fourth largest life and health insurance company in Canada, Industrial Alliance contributes to the financial security of over three million Canadians, employs 4,300 people and has assets under management and administration of more than $87 billion. Industrial Alliance stock is listed on the Toronto Stock Exchange under the ticker symbol IAG.
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