Pender Growth Fund Inc.Announces Completion of Acquisition of Working Opportunity Fund (EVCC Ltd.)
Receive instant alerts when stock news is available Claim your one-week free trial for StreetInsider Premium here.
VANCOUVER, British Columbia, May 31, 2021 (GLOBE NEWSWIRE) – (TSXV: PTF) Pender Growth Fund Inc. (the “Company” or “Pender”) is pleased to announce that it has completed the acquisition of the majority of the outstanding shares of Working Opportunity Fund (EVCC) Ltd., which has now been renamed “Pender Private Investments Inc.” (“PPI” or the “Fund”) under a plan of arrangement (the “Arrangement”), pursuant to the definitive agreement announced on April 7, 2021.
Pursuant to the Arrangement, Pender acquired 100% of the issued and outstanding Commercialization Series Shares and 97% of the issued and outstanding Growth Series Shares, for a total purchase price of approximately $ 26 million. , payable in cash. Pender was required to pay 100% of the purchase price owed to Commercialization Series shareholders at closing. 50% of the purchase price owed to shareholders of Venture Series was payable on the closing date (the “first payment”) and 50% will be payable six months thereafter (the “second payment”). As part of the Arrangement, Pender obtained a three-year term loan of up to $ 10 million from a Canadian chartered bank (the “Term Loan”). The partial proceeds of the term loan, along with Pender’s working capital, were used to fund the payment due to WOF Commercialization Series shareholders at closing and the first payment due to WOF Venture Series shareholders. Pender intends to fund the second payment using the remainder of the term loan and the current portfolio arrangements.
On the effective date of the Arrangement, 50% of the NAV per share of WOF Commercialization Series was $ 0.2395 per share and 75% of the fund price of the subscription receipts for the BuildDirect transaction was $ 0.5068 per share. As such, the purchase price for each share in the Marketing Series was $ 0.5068 per share. For the Venture Series (Series 1) shares, 43.5% of the NAV per share as of April 5, 2021 was $ 1.8306 and the adjusted price was $ 1.7977 per share. For the Venture Series (Series 2) shares, 43.5% of the NAV per share as of April 5, 2021 was $ 1.5525 and the resulting adjusted purchase price was $ 1.5157 per share.
The Growth Series shareholders holding approximately 3% of the issued and outstanding shares have chosen to continue to own their shares and continue to participate in the future performance of the underlying portfolio of the Growth Series.
About the PPI portfolioThe Fund comprises a portfolio of private technology companies based in British Columbia. Key holdings include:
Redlen Technologies Inc.: Redlen is a manufacturer of high-resolution cadmium zinc telluride (CZT) solid-state radiation detectors that enable a new generation of high-performance detection and imaging equipment for applications such as cardiology nuclear, CT scans, baggage scanning and dirty bomb detection.
Copperleaf Technologies Inc.: Copperleaf provides decision analysis to companies managing critical infrastructure. Its enterprise software solutions leverage operational and financial data to help clients make investment decisions that deliver the greatest business value.
Teradici Company: Teradici is the creator of PC over IP (PCoIP) technology that securely delivers entire applications or workspaces from private data centers, public clouds or multicloud environments to any device.
General Fusion Inc.: General Fusion is an R&D-phase company focused on developing the fastest, most convenient, and cost-effective route to commercial fusion energy, enabling fusion to deliver clean, safe power. and on demand on an industrial scale, providing a powerful complement to renewable energies and a path to a zero emission grid.
David Barr, CEO of Pender, said: “We believe this transaction is very profitable for Pender as the fair value of the Fund’s portfolio acquired is approximately $ 59 million and the purchase price is approximately $ 26 million. of dollars. The difference between the fair value and the purchase price, $ 33 million, represents approximately $ 3.60 per share net of fees and expenses and will be recorded as a deferred gain under IFRS. “
Concurrent with the Closing, the Fund deregistered as an “employee venture capital firm” under the Employee Investment Law (British Columbia) and begin reporting under the Canadian regulatory regime for reporting issuers that are not investment funds, including, but not limited to, compliance with NI 51-102 – Continuous disclosure obligations.
The early warning report required for the acquisition under the Arrangement of 1,002,255.206 Marketing Series Shares (100%) and 16,661,387.943 Venture Capital Series Shares (97%) is filed on the Electronic Document Analysis and Retrieval System (SEDAR) at the following address: www.sedar.com on the date hereof.
About the companyThe company’s goal is to achieve long-term capital appreciation for its investors. The company uses its small capital base and long term horizon to invest in unique situations; mainly small caps, special situations and illiquid public and private companies. The Company trades on the TSX Venture Exchange under the symbol “PTF”.
Please visit www.pendergrowthfund.com.
For more information, please contact:
Tony rautavaPenderFund Capital Management Ltd. (604) 653-9625 Toll free: (866) 377-4743
Neither the 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.
Forward-looking information [NTD: To be updated once finalized]This press release contains certain “forward-looking statements” and certain “forward-looking information” within the meaning of applicable Canadian and US securities laws (together, “forward-looking statements”). Forward-looking statements can generally be identified by the use of forward-looking terms such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, ” continue ”,“ plans ”,“ potential ”or similar terminology. The forward-looking statements contained in this press release include, but are not limited to, statements and information relating to the completion of the Arrangement and the anticipated benefits of the Arrangement to the Company. In making the forward-looking statements in this press release, the Company has applied several material assumptions, including, without limitation, assumptions that the parties will be able to meet the conditions for closing and completing the Arrangement. and that the company will be able to accomplish its plans and objectives with respect to the WOF portfolio. Forward-looking statements and information are not historical facts and are made as of the date of this press release. These forward-looking statements involve many risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include, but are not limited to, risks relating to the ability of the parties to meet the terms of the Arrangement and to complete the Arrangement and the ability of the Company to carry out its plans. and objectives with respect to the Arrangement and the WOF Portfolio, including any change in general economic or financial market conditions. The actual results or performance of the Company could differ materially from those expressed or implied by forward-looking statements relating to these matters. Therefore, no assurance can be given that any of the events contemplated by the forward-looking statements will or will occur, or if any of them do, what effect they will have on the arrangement or the situation. financial position of the company. Except as required by law, the Company has no obligation, and expressly disclaims any obligation, to update, modify or otherwise revise any forward-looking statement, whether written or oral, that may be made of from time to time, be it accordingly. new information, future events or otherwise, except to the extent required by applicable securities laws.
Source: Pender Growth Fund Inc.