TORONTO, Oct. 23, 2025 (GLOBE NEWSWIRE) -- Guardian Capital Group Limited ("Guardian") (TSX: GCG) (TSX: GCG.A) announced the approval by holders (the "Shareholders") of Common shares and Class A shares of Guardian (together, the "Shares") at a special meeting held today (the "Meeting") of a resolution (the "Arrangement Resolution") approving the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), pursuant to which Desjardins Global Asset Management Inc. (the "Purchaser"), an affiliate of Desjardins Group, will acquire all of the issued and outstanding Shares, other than certain Shares owned by specified Shareholders who entered into equity rollover agreements, for C$68.00 per Share in cash.
The Arrangement requires approval by: (i) at least two-thirds of the votes cast by the holders of Common shares and Class A shares of Guardian who voted in respect of the Arrangement Resolution at the Meeting in person or by proxy, voting together as a single class; and (ii) at least a simple majority of the votes cast by the holders of Common shares and Class A shares of Guardian who voted in respect of the Arrangement Resolution at the Meeting in person or by proxy (each class voting separately), excluding for this purpose votes attached to the Shares held by the persons required to be excluded in determining minority approval pursuant to the rules of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (the "Excluded Persons"). At the Meeting, the Arrangement Resolution was approved by 99.19% of the votes cast by Shareholders, and 86.83% of the votes in respect of Common shares and 99.84% of the votes in respect of Class A shares of Guardian, in each case excluding votes cast by Excluded Persons. Guardian's full report of voting results can be found on SEDAR+ at www.sedarplus.ca.
Remaining Conditions to Completion of the Arrangement
Completion of the Arrangement remains subject to the satisfaction or waiver of certain closing conditions that are set out in the arrangement agreement entered into between Guardian and the Purchaser on August 28, 2025 (as amended, the "Arrangement Agreement"), including receipt of final court approval and regulatory approvals (including under the Competition Act (Canada)). Guardian intends to seek a final order (the "Final Order") of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement at a hearing expected to be held on October 28, 2025. Subject to obtaining the Final Order and regulatory approvals, and the satisfaction or waiver of the other closing conditions in the Arrangement Agreement, the Arrangement is anticipated to close in the first half of 2026.
About Guardian Capital Group Limited
Guardian Capital Group Limited (Guardian) is a global investment management company servicing institutional, retail and private clients through its subsidiaries. As at June 30, 2025, Guardian had C$164.1 billion of total client assets while managing a proprietary investment portfolio with a fair market value of C$1.25 billion. Founded in 1962, Guardian's reputation for steady growth, long-term relationships and its core values of authenticity, integrity, stability and trustworthiness have been key to its success over six decades. Its Common and Class A shares are listed on the Toronto Stock Exchange as GCG and GCG.A, respectively. To learn more about Guardian, visit www.guardiancapital.com.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information may relate to our future outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. These statements include, without limitation, statements regarding expected participation in equity rollover arrangements, the timing of the hearing seeking, and the receipt of, the Final Order, receipt of regulatory approvals (including under the Competition Act (Canada)), and the completion of the Arrangement.
Undue reliance should not be placed on forward-looking information. The forward-looking information in this press release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Further, forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to, those described in this press release. The belief that the investment fund industry and wealth management industry will remain stable and that interest rates will remain relatively stable are material factors made in preparing the forward-looking information and management's expectations contained in this press release and that may cause actual results to differ materially from the forward-looking information disclosed in this press release. In addition, factors that could cause actual results to differ materially from expectations include, among other things, 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 regulatory, and court approvals and other conditions to the closing of the Arrangement or for other reasons, the risk that competing offers or acquisition proposals will be made, the negative impact that the failure to complete the Arrangement for any reason could have on the price of the Shares or on the business of Guardian, general economic and market conditions, including interest and foreign exchange rates, global financial markets, the impact of pandemics or epidemics, changes in government regulations or in tax laws, industry competition, technological developments and other factors described or discussed in Guardian's disclosure materials filed with applicable securities regulatory authorities from time to time. Additional information about the risks and uncertainties of Guardian's business and material risk factors or assumptions on which information contained in forward-looking information is based is provided in Guardian's disclosure materials, including Guardian's most recently filed annual information form and any subsequently-filed interim management's discussion and analysis, which are available under Guardian's profile on SEDAR+ at www.sedarplus.ca.
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date of this news release and is subject to change after such date. Guardian disclaims any intention or obligation or undertaking to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
For general inquiries, please contact:
Guardian Capital Investor Relations
investorrelations@guardiancapital.com
416·364·8341 or toll free at 1·800·253·9181
For media inquiries, please contact:
Mark Noble
mnoble@guardiancapital.com
416-350-8109
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