Olympia Trust Company Sells Transfer Agency and Corporate Trust Assets
CALGARY, Oct. 4, 2013 /CNW/ - Olympia Financial Group Inc. (TSX: OLY) (the "Corporation") announces that it has entered into an agreement to sell its transfer agency and corporate trust assets to Computershare Trust Company of Canada ("Computershare") for cash consideration of $43.0 million (the "Purchase Price"), subject to any post-closing adjustments, as described below. After paying certain executive management profit sharing entitlements and closing costs, the Corporation anticipates receiving after-tax net proceeds of approximately $29.6 million (assuming no post-closing adjustments are required).
Pursuant to the agreement, the Purchase Price may be reduced post-closing by an amount up to $7.5 million in the event that net revenue lost from terminated client agreements exceeds net revenue gained from new business agreements during the one year period following the closing date (the "Net Revenue Adjustment"). The agreement also provides that $2.5 million will be held in escrow for a period of one year as security for any Net Revenue Adjustment, working capital adjustment or indemnification obligation of the Corporation in favour of Computershare required under the agreement.
"We are very pleased with the value that this transaction brings to our shareholders and the opportunities that it brings for our employees within this division" commented Rick Skauge, President and CEO of the Corporation. "While it is always hard to part with such dynamic and talented employees, management believes that Computershare is the best entity to service our clients in an industry that has consolidated in recent years and is moving toward more technologically advanced platforms. We are truly grateful for the dedication and service of our transfer agency and corporate trust employees and we are excited for the opportunities that a global company like Computershare may be able to offer them."
Closing of the transaction is subject to certain conditions, which are anticipated to be waived or satisfied by mid-December, 2013.
The Corporation engaged Blair Franklin Capital Partners Inc. as its financial advisor in connection with the transaction. Blair Franklin has provided the Board of Directors with an opinion that, as of the date hereof, the consideration to be received pursuant to the transaction is fair, from a financial point of view, to the Corporation.
About Olympia Financial Group Inc.
Olympia Financial Group Inc. ("OFGI") conducts most of its operations through its wholly owned subsidiary Olympia Trust Company, a non-deposit taking trust company. Olympia Trust Company is licensed to conduct trust activities in Alberta, British Columbia, Saskatchewan, Manitoba, Quebec, Newfoundland and Labrador, Prince Edward Island, New Brunswick and Nova Scotia. Olympia Trust Company administers self-directed registered accounts, acts as a registrar and transfer agent for public and private issuers and offers foreign currency exchange services. OFGI also offers private health services plans through its wholly-owned subsidiary Olympia Benefits Inc.
OFGI's common shares are listed on the Toronto Stock Exchange under the symbol "OLY".
Statements Regarding Forward Looking Information
Certain portions of this press release as well as other public statements by the Corporation contain "forward -looking information" within the meaning of applicable Canadian securities legislation, which is also referred to as "forward -looking statements", which may not be based on historical fact. Wherever possible, words such as "will", "plans," "expects," "targets," "continue", "estimates," "scheduled," "anticipates," "believes," "intends," "may," and similar expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward-looking information. Forward-looking statements contained in the Corporation's public disclosure include, without limitation, the Corporation's earnings expectations, fee income, expense levels, general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in government regulations, unexpected judicial or regulatory proceedings, catastrophic events, and the Corporation's ability to complete strategic transactions and other factors. In addition, this news release contains forward looking statements relating to: the anticipated after-tax net proceeds to the Corporation from the sale of the Corporation's transfer agency and corporate trust businesses; the anticipated waiver or satisfaction of conditions to closing; and the anticipated closing date for the transaction.
All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends, including their knowledge of the current interest rate and liquidity conditions affecting the Corporation and the Canadian economy. Certain material factors or assumptions are applied by the Corporation in making forward-looking statements, including without limitation, factors and assumptions regarding interest and foreign exchange rates, availability of key personnel, the effect of competition, government regulation of its business, computer failure or security breaches, future capital requirements, acceptance of its products in the marketplace, its operating cost structure, the current tax regime and the ability of the Corporation and Computershare to obtain necessary third party and governmental approvals, as applicable, to secure the employment of the requisite employees of the Corporation in connection with Computershare's assumption of the Corporation's transfer agency and corporate trust businesses, and retain existing customers and generate new business.
Forward-looking statements reflect the Corporation's current views with respect to future events and are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Readers should not place undue reliance on such forward-looking statements, as they reflect the Corporation's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation, are inherently subject to significant business, economic, regulatory, competitive, political and social uncertainties and contingencies. Many factors could cause the Corporation's actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including among others a significant downturn in capital markets or the economy as a whole, reduced large-volume foreign exchange revenue, errors or omissions by the Corporation in providing services to its customers or the inability to maintain customer satisfaction with services provided, significant changes in foreign currency exchange rates, extreme price and volume fluctuations in the stock markets, significant increases in the cost of complying with applicable regulatory requirements, civil unrest, economic recession, war and acts of terrorism which may adversely impact the North American and global economic and financial markets, inability to raise funds through public or private financing in the event that the Corporation incurs operating losses or requires substantial capital investment in order to respond to unexpected competitive pressures, significant changes in interest rates, failure by the Corporation to meet ongoing regulatory requirements, the failure of counterparties to honour their financial or contractual obligations to the Corporation, failure by the Corporation to generate or obtain sufficient cash or cash equivalents in a timely manner and at a reasonable price or to meet its commitments as they become due, failure by the Corporation to attract and to retain the necessary employees to meet its needs, failure of a requisite number of the Corporation's employees to accept employment with Computershare in connection with the assumption of the Corporation's transfer agency and corporate trust businesses, failure by the Corporation to adequately monitor the services provided by third party service providers or to establish alternative arrangements if required, a failure of the computer systems of the Corporation or one or more of its service providers or the risks detailed from time-to-time in the Corporation's quarterly filings, annual information forms, annual reports and annual filings with securities regulators. Forward-looking information will only be updated as required pursuant to the requirements of applicable securities laws.
SOURCE Olympia Financial Group Inc.For further information:
Olympia Financial Group Inc.
Rick Skauge, President and Chief Executive Officer
Gerhard Barnard, Vice-President, Finance and Chief Financial Officer