MONTREAL, July 14, 2023 /CNW/ - IOU Financial Inc. ("IOU" or the "Company") (TSXV: IOU) today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with 9494-3677 Québec Inc. (the "Purchaser"), a corporation created by a group composed of funds managed by Neuberger Berman ("Neuberger"), Palos Capital ("Palos") and Fintech Ventures ("FinTech") for the acquisition of IOU through a statutory plan of arrangement (the "Arrangement").
Under the terms of the Arrangement Agreement, the Purchaser has agreed to acquire all of the issued and outstanding common shares in the capital of IOU (the "Shares") other than Shares (the "Rolling Shares") to be re‐invested by Neuberger, Palos, FinTech and certain representatives of management of IOU (collectively, the "Rolling Shareholders"), for an all-cash consideration of C$0.22 per Share (the "Consideration"). The Consideration represents a 83.3% premium to the closing price of the Shares on the TSX Venture Exchange (the "TSX-V") on July 13, 2023, the last trading day immediately prior to the announcement of the Arrangement, and a 90.6% premium to the 30-day volume-weighted average price of the Shares on the TSX-V for the period ended on July 13, 2023, the last trading day immediately prior to the announcement of the Arrangement.
The Rolling Shareholders, taken together, own, control or direct an aggregate of 48,621,313 Shares (representing approximately 46.1% of the issued and outstanding Shares on a non-diluted basis) and will be re-investing in IOU an aggregate of 42,487,414 Rolling Shares (representing approximately 40.3% of the issued and outstanding Shares on a non-diluted basis).
Evan Price, Chairman of IOU, stated "This transaction provides our shareholders with immediate liquidity at a compelling premium to our current trading price, and serves to unlock the long-term value that we have been building through the elaboration of our solid business model."
Robert Gloer, President and Chief Executive Officer of IOU, added "We are excited about this vote of confidence from our business partner Neuberger Berman and our long-term shareholders, and about the prospects for taking this partnership to the next level by developing new market opportunities together."
Peter Sterling, head of Neuberger's Specialty Finance team, said "We are excited to expand our relationship with Robert and the entire IOU team. We believe our collective strengths and funding stability will enable IOU to unlock significant market opportunities."
Philippe Marleau, the CEO of Palos, a founder of the Company, expressed "We are proud to continue participating in the success of IOU."
"We see this as an important opportunity for IOU to provide a meaningful return to its shareholders and to position itself for future growth as a private company," added Lucas Timberlake, Co-Founder and General Partner of FinTech.