Addenda Capital shareholders approve amalgamation
Apr 17, 2008
GUELPH, ON, and MONTREAL, April 17 /CNW/ - The Co-operators Group Limited ("The Co-operators") and Addenda Capital Inc. ("Addenda") (TSX: ADV) are pleased to announce that, during the special meeting (the "Meeting") that was held today, the shareholders of Addenda (the "Shareholders") approved the proposed amalgamation (the "Amalgamation") of Addenda with 9192-8192 Québec Inc. ("Newco"), a subsidiary of The Co-operators, which had been previously announced on February 25, 2008. The Amalgamation had to be approved by (i) 66 2/3% of the votes cast on the Amalgamation resolution by the Shareholders and (ii) a simple majority of the votes cast on the Amalgamation resolution by the Shareholders, other than certain interested Shareholders (including certain senior management Shareholders and employee Shareholders (who acquired shares of Newco) and the Solidarity Fund QFL (the "Public Shareholders")), in each case present in person or by proxy and entitled to vote at the Meeting. The Amalgamation was approved by 99.91% of the votes cast by such Shareholders and by 99.85% of the votes cast by such Public Shareholders. All regulatory approvals required in order to consummate the Amalgamation have been obtained. Subject to the satisfaction of the closing conditions set out in the merger agreement dated February 24, 2008, closing of the Amalgamation is expected to occur on or about April 22, 2008. A copy of the relevant documents can be found on SEDAR at www.sedar.com under Addenda's profile. Profile Based in Guelph, Ontario, The Co-operators is a group of Canadian companies offering home, auto, life, group, travel, commercial and farm insurance, as well as investment products. The Co-operators Group Limited is a 100% Canadian-owned co-operative with assets of more than $7 billion. Owned by a group of Canadian co-operatives, credit unions and like-minded organizations, The Co-operators is well known for its community involvement and is listed among the 50 Best Employers in Canada. Addenda is an investment management firm specializing in the active management of fixed-income portfolios, primarily for institutional clients. As at December 31, 2007, Addenda had assets under management of approximately $29.3 billion. Prospective information This press release presents certain "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to take Addenda private. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the transaction will not be successfully completed for any reason (including the failure to satisfy the conditions set out in the merger agreement). The statements in this news release are made as of the date of this release and, except as required by applicable law, Addenda undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
For further information: Leonard Sharman, Media Relations, The Co-operators, (519) 767-3925, x-2707; Michael White, President, Co-operators Investment Counselling Limited, (519) 767-3077; Benoît Durocher, President and Chief Executive Officer, Addenda Capital Inc., (514) 287-7373