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TORONTO, Dec. 3, 2020 /CNW/ - Intact Financial
Corporation (TSX: IFC) ("Intact" or the "Company") announced today
that it has completed its previously announced private placement of
subscription receipts with a group of underwriters, led by CIBC
Capital Markets and Barclays Capital Canada Inc., (the "Private
Placement") pursuant to which Intact has issued an aggregate of
9,272,000 subscription receipts of the Company (the "Subscription
Receipts") at a price of $134.50 per
Subscription Receipt for gross proceeds of approximately
$1.25 billion. The Subscription
Receipts were offered by way of private placement to accredited
investors and other exempt purchasers. The Subscription Receipts
are subject to a four-month hold period under applicable securities
laws in Canada.
The proceeds from the Private Placement, less 50% of the
underwriters' fee, will be held in escrow and are intended to be
used by Intact to fund a portion of the purchase price for its
previously announced proposed acquisition (the "Acquisition") of
the entire issued and to be issued share capital of RSA, to be
carried out by the Company together with Tryg A/S.
Each Subscription Receipt will entitle the holder to receive one
common share of Intact as well as a dividend equivalent payment
upon closing of the Acquisition provided that closing occurs prior
to December 31, 2021.
The closing of the Acquisition is expected to occur in the
second quarter of 2021 subject to receipt of the relevant approvals
or clearances from RSA shareholders and the relevant regulatory and
antitrust authorities and the satisfaction or (where capable of
waiver) waiver of other conditions to closing.
Additional information on the Acquisition is available at
Intact's website at https://www.intactfc.com/English/investors/.
The Subscription Receipts and the common shares of Intact have
not been, and will not be, registered under the U.S. Securities
Act, or the securities laws of any state of the United States and may not be offered, sold
or delivered, directly or indirectly, within the United States, except in certain
transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and applicable state
securities laws. This press release does not constitute an offer to
sell or a solicitation of an offer to buy any of these subscription
receipts within the United
States.
About Intact Financial Corporation
Intact Financial Corporation is the largest provider of property
and casualty (P&C) insurance in Canada and a leading provider of specialty
insurance in North America, with
over $11 billion in total annual
premiums. The Company has approximately 16,000 employees who serve
more than five million personal, business and public sector clients
through offices in Canada and the
U.S.
In Canada, Intact distributes
insurance under the Intact Insurance brand through a wide network
of brokers, including its wholly-owned subsidiary BrokerLink, and
directly to consumers through belairdirect. Frank Cowan Company, a
leading MGA, distributes public entity insurance programs including
risk and claims management services in Canada.
In the U.S., Intact Insurance Specialty Solutions provides a
range of specialty insurance products and services through
independent agencies, regional and national brokers, wholesalers
and managing general agencies. Products are underwritten by the
insurance company subsidiaries of Intact Insurance Group
USA, LLC.
Cautionary note regarding forward-looking statements
Certain of the statements included in this press release about
the Private Placement, the Acquisition or any other future events
or developments constitute forward-looking statements. The words
"may", "will", "would", "should", "could", "expects", "plans",
"intends", "trends", "indications", "anticipates", "believes",
"estimates", "predicts", "likely", "potential" or the negative or
other variations of these words or other similar or comparable
words or phrases, are intended to identify forward-looking
statements. Unless otherwise indicated, all forward-looking
statements in this press release are made as of December 3, 2020 and are subject to change after
that date.
Forward-looking statements are based on estimates and
assumptions made by management based on management's experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that management
believes are appropriate in the circumstances. In addition to other
estimates and assumptions which may be identified herein, estimates
and assumptions have been made regarding, among other things, the
receipt of all requisite approvals in a timely manner and on terms
acceptable to the Company. However, the completion of the
Acquisition is subject to customary closing conditions, termination
rights and other risks and uncertainties, including, without
limitation, regulatory approvals, and there can be no assurance
that the Acquisition will be completed within the anticipated
timeframe or at all.
All of the forward-looking statements included in this press
release are qualified by these cautionary statements and those made
in the section entitled Risk Management (Sections 22-27) of our
MD&A for the year ended December 31,
2019, the section entitled Risk Management (sections 17-18)
of our MD&A for the quarter ended September 30, 2020 and the section entitled Risk
Factors - Risks Related to the Acquisition of our presentation
entitled "Building a Leading P&C Insurer" dated November 18, 2020 and available on our website.
These factors are not intended to represent a complete list of the
factors that could affect the Company. These factors should,
however, be considered carefully. Although the forward-looking
statements are based upon what management believes to be reasonable
assumptions, the Company cannot assure investors that actual
results will be consistent with these forward-looking statements.
Investors should not rely on forward-looking statements to make
decisions, and investors should ensure the preceding information is
carefully considered when reviewing forward-looking statements
contained herein. The Company and management have no intention and
undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Disclaimer
This press release does not constitute or form part of any offer
for sale or solicitation of any offer to buy or subscribe for any
securities nor shall it or any part of it form the basis of or be
relied on in connection with, or act as any inducement to enter
into, any contract or commitment whatsoever.
The information contained in this press release concerning the
Company does not purport to be all-inclusive or to contain all the
information that an investor may desire to have in evaluating
whether or not to make an investment in the Company. The
information is qualified entirely by reference to the Company's
publicly disclosed information and the cautionary note regarding
forward-looking statements included in this press release.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or any of its the directors,
officers or employees as to the accuracy, completeness or fairness
of the information or opinions contained in this press release and
no responsibility or liability is accepted by any person for such
information or opinions. In furnishing this press release, the
Company does not undertake or agree to any obligation to provide
investors with access to any additional information or to update
this press release or to correct any inaccuracies in, or omissions
from, this press release that may become apparent. The information
and opinions contained in this press release are provided as at the
date of this press release. The contents of this press release are
not to be construed as legal, financial or tax advice. Each
investor should contact his, her or its own legal adviser,
independent financial adviser or tax adviser for legal, financial
or tax advice.
SOURCE Intact Financial Corporation