Toronto, Ontario--(Newsfile Corp. - August 7, 2025) - Lorne Park Capital Partners Inc. (TSXV: LPC) ("Lorne Park" or the "Company") wishes to remind shareholders of its upcoming annual and special meeting of shareholders, which as previously announced will be held on August 14, 2025 at 10:00 a.m. (Toronto time) at 66 Wellington Street West, Suite 4100, Toronto, ON M5K 1B7 (the "Meeting") for the purpose of approving the annual meeting matters and the previously announced plan of arrangement transaction (the "Arrangement") pursuant to which an affiliate (the "Purchaser") of Sagard Private Equity Canada ("SPEC") will acquire all of the issued and outstanding shares of the Company (the "Shares") for a consideration of C$2.23 per Share in cash (the "Consideration"), other than certain Shares held by certain Shareholders who entered into equity rollover agreements (the "Rollover Shareholders") with the Purchaser. Lorne Park encourages all shareholders to vote as soon as possible.
The management information circular prepared in connection with the Meeting (the "Circular") contains, among other things, details concerning the Arrangement, the background to and reasons for Company's Board of Directors' unanimous favourable recommendation of the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving consideration payable under the Arrangement for Shares, procedures for voting at the Meeting and other related matters. Shareholders are urged to carefully review the Circular and accompanying materials, as they contain important information regarding the Arrangement and its consequences to Shareholders. A copy of the Circular and other meeting materials are available on Company's website at www.lpcp.ca or under Company's profile on SEDAR+ at www.sedarplus.ca. All terms not defined herein shall have the meaning set forth in the Circular.
Lorne Park's Board of Directors, with interested directors abstaining, is unanimously recommending that Lorne Park Shareholders vote in favour of the Arrangement. The recommendation follows the unanimous recommendation of a special committee of the Board of Directors, comprised solely of independent directors, that was formed in connection with the Arrangement.
The Company would also like to provide the following additional details regarding the summary of the main events that led to the announcement of the Arrangement, which should be read in conjunction with the Background to the Arrangement section in the Circular.
The Company wishes to clarify that BMO was originally retained by the Company in May 2024 and its engagement formalized in writing on June 2, 2025. BMO has not been paid any fees for its services to date and will only be paid by the Company on successful completion of the Arrangement. As disclosed in the Circular, the Special Committee was formed on September 18, 2024, which was prior to any materials being sent to potential interested parties as part of the initial phase of the competitive offer solicitation process. The Management Group retained their own legal counsel and Company legal counsel largely took instructions from the Special Committee throughout the review and negotiation process
The Company also wishes to highlight that the principal reason for the Special Committee's recommendation and proceeding with the offer from SPEC (instead of the second non-binding offer received in Phase II of the process) was the superior price per share for shareholders and the resulting valuation of the Company. The SPEC offer was also more advanced in terms of financing and completed due diligence, and therefore represented greater deal certainty. The Special Committee also took into consideration the Management Group's impression to the effect that SPEC was a better strategic fit and therefore their preferred offeror.
Completion of the Arrangement is subject to the approval by (i) at least 66 2/3% of the votes cast by the Shareholders, and (ii) a simple majority of the votes cast by the Shareholders, excluding the votes attached to Shares beneficially owned, or over which control or direction is exercised by, the Rollover Shareholders and any other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, as well as receipt of a final order by the Court, regulatory clearances and other customary conditions. It is anticipated that the Arrangement will be completed in the third quarter of 2025.
About Lorne Park Capital Partners Inc.
Lorne Park was created to bring together boutique investment management and wealth advisory firms in order to deliver robust, cost-effective investment solutions to affluent investors, foundations, estates and trusts. Lorne Park's unique strategy creates better alignment between investment managers and wealth advisors while providing them with additional resources to accelerate their growth.
For further information, please contact:
Robert Sewell
Chief Executive Officer
Lorne Park Capital Partners Inc.
investor.relations@lpcp.ca
(905) 337-2227
Cautionary Notes
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.
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", "plan", and other similar expressions. Forward looking information in this news release includes, without limitation, Lorne Park's objectives, goals and future plans. Forward-looking information addresses possible future events, conditions and financial performance based upon management's current expectations, estimates, projections and assumptions. In particular, the forward-looking information contained in this news release includes statements regarding the proposed Arrangement, including the proposed timing and various steps contemplated in respect of the Arrangement and approvals with respect thereto. Management of Lorne Park considers the assumptions on which the forward-looking information contained herein are based to be reasonable. However, by its very nature, forward-looking information inherently involves known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such information. Such risks include, without limitation, changes in economic conditions, applicable laws or regulations. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. Lorne Park disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
/NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW/
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SOURCE: Lorne Park Capital Partners Inc.
