LEVIS, QC and HIGH RIVER, AB, April 15 /CNW Telbec/ - Desjardins
Financial Group ("Desjardins") announced today that its offer (the
"Common Share Offer") to acquire all of the issued and outstanding
common shares of Western Financial Group Inc. ("Western") has expired
and that it has taken up and accepted for payment the shares tendered
under the Common Share Offer. Desjardins will pay for the tendered
shares on or about April 20, 2011.
"We are extremely satisfied that our offer was accepted by the vast
majority of the shareholders," said Monique F. Leroux, Desjardins
Financial Group Chair of the Board, president and CEO. "As Western
Financial Group continues to develop its business in Western Canada, we
look forward to leveraging the entrepreneurial spirit that exists
within the company and to supporting Western's continued growth and
Ms. Leroux also announced that Mr. Jim Dinning will remain Chairman of
the Board of Western Financial Group and that Mr. Scott Tannas will
continue as its President and CEO. He will also remain on Western's
Board. "We feel privileged to count on the expertise and commitment of
such gifted individuals, as well as on the management and employees of
Western Financial Group," she added.
"We are delighted to have the overwhelming support of shareholders for
this transaction. Western Financial Group today begins a new era in its
growth and development. We are excited to join the Desjardins
organization, and look forward to much success together," said Scott
Tannas, founding President and Chief Executive Officer of Western
A total of 68,642,434 common shares, representing approximately 95.5% of
the outstanding common shares on April 15, 2011 and 82.6% of the fully
diluted common shares (after conversion of all outstanding in-the-money
convertible securities of Western) were tendered under the Common Share
Offer. As such, the minimum tender condition associated with the Common
Share Offer has been satisfied and Desjardins has taken up the tendered
Desjardins also announced that it has satisfied or waived all conditions
relating to the offers to acquire all of the issued and outstanding
First Preferred Shares, Series Three and First Preferred Shares, Series
Four (the "Preferred Share Offers") and has taken up and accepted for
payment 70,213 First Preferred Shares, Series Three and 48,944 First
Preferred Shares, Series Four. Desjardins will also pay for such
tendered shares on or about April 20, 2011.
Desjardins is extending the expiry date of the Preferred Share Offers to
5:00 p.m. (Montréal Time) on May 2, 2011 to allow holders an additional
opportunity to tender to such Preferred Share Offers. All other terms
of the Preferred Share Offers remain the same. A formal notice of
extension will be mailed to holders in due course. The notice of
extension will be filed on SEDAR and will be available at www.sedar.com.
Desjardins intends to take up and pay for additional shares tendered to
the Preferred Share Offers on May 2, 2011. Holders who have already
tendered their shares do not need to take any further action to accept
the Preferred Share Offers. Holders who have not yet tendered their
shares in acceptance of the Preferred Share Offers may do so at any
time prior to 5:00 pm (Montréal Time) on May 2, 2011.
Holders are advised that Desjardins does not intend to further extend
the Preferred Share Offers beyond May 2, 2011 and there can be no
assurance that another liquidity event will be available to holders in
the foreseeable future.
Immediately following the take-up of common shares pursuant to the
Common Share Offer, and as contemplated in the support agreement dated
December 23, 2010 between Desjardins and Western, the Board of
Directors of Western has accepted the resignations of Mr. J. Gregg
Speirs, Mr. Gabor Jellinek, Mr. Philip L. Webster, Ms. Diane Brickner,
Mr. Bill Yuill and Mr. Robert G. Jennings. Desjardins has appointed Mr.
Jim Dinning who will act as Chairman, Mr. Scott Tannas, Mr. Robert
Herdman, Mr. Doug Buchanan, Ms. Sylvie Paquette, Messrs. Normand
Desautels, Stéphane Achard and Pierre Mathieu.
Desjardins intends to acquire all of the remaining common shares of
Western by way of a subsequent acquisition transaction between
Desjardins Financial Corporation Inc. and Western. This transaction
will be submitted for approval by holders of common shares at a special
meeting of shareholders to be held in July, 2011.
Desjardins also intends to cause Western to send in the coming days a
notice to all holders of outstanding convertible unsecured subordinated
debentures of Western (the "Debentures") announcing that all
outstanding Debentures will be redeemed by Western at a price equal to
102% of the principal amount of the Debentures, plus accrued and unpaid
interest at the time of their redemption, 30 days following the
delivery of such notice, in accordance with the redemption rights
attached to the Debentures following the occurrence of a change of
Desjardins also intends to cause Western to redeem all outstanding First
Preferred Shares, Series Two of Western (the "Series 2 Shares") on June
30, 2011. As such, Western will send a notice to all holders of Series
2 Shares in early May, 2011 indicating Western's intention to redeem
all outstanding Series 2 Shares in accordance with the redemption
rights attached to the Series 2 Shares for a redemption amount (the
"Redemption Amount') per Series 2 Share equal to $100 plus all declared
and unpaid dividends on the redemption date.
In accordance with the terms of the Series 2 Shares, the Redemption
Amount will be satisfied by issuing common shares of Western. The
number of common shares that holders will be entitled to receive in
satisfaction of the Redemption Amount will be determined by dividing
the Redemption Amount by 95% of the prior average 20-day weighted
average trading price of the common shares prior to the date of
redemption. It is Desjardins' intention to acquire any common shares
issued to the holders of Series 2 Shares for a payment of $4.15 in cash
per common share in July, 2011.
Holders of the Debentures and Series 2 Shares may, until the close of
business on the last business day immediately preceding the respective
redemption dates, convert their Debentures and Series 2 Shares into
common shares of Western in accordance with the terms of the Debentures
and Series 2 Shares. Common shares issued upon such conversion will be
acquired by Western pursuant to the subsequent acquisition transaction
in July, 2011, for a payment of $4.15 in cash per common share.
FORWARD LOOKING INFORMATION
Certain statements contained in this News Release are forward-looking
statements (as defined in applicable securities legislation). Examples
of such statements include, but are not limited to, statements
concerning Desjardins' intention to undertake a second step transaction
in respect of the common shares or to effect the redemption of the
Debentures or the Series 2 Shares. Inherent in forward-looking
statements are risks and uncertainties well beyond Desjardins' ability
to predict or control. Actual results and developments are likely to
differ, and may differ materially, from those expressed or implied by
the forward-looking statements contained in this News Release. While
Desjardins anticipates that subsequent events and developments may
cause Desjardins' views to change, Desjardins specifically disclaims
any obligation to update these forward-looking statements. These
forward-looking statements should not be relied upon as representing
Desjardins' views as of any date subsequent to the date of this news
release. Although Desjardins has attempted to identify important
factors that could cause actual actions, events or results to differ
materially from those described in forward-looking statements, there
may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue reliance
on forward-looking statements. These factors are not intended to
represent a complete list of the factors that could affect Desjardins,
Western, or the consummation of the transactions contemplated herein.
About Desjardins Financial Group
Awarded the coveted title "Bank of the Year 2010 — Canada" by the UK
magazine The Banker, Desjardins Group is the leading cooperative financial group in Canada
and the sixth largest in the world, with assets of over $172 billion.
Drawing on the strength of its caisse network in Québec and Ontario,
and its subsidiaries across Canada, it offers a full range of financial
products and services to its 5.8 million members and clients.
Desjardins specializes in Wealth Management and Life and Health
Insurance, in Property and Casualty Insurance, in Personal Services, in
Business and Institutional Services. As one of the largest employers in
the country and one of Canada's 10 Most Admired Corporate Cultures™ of
2010, Desjardins is supported by the skills of its 42,500 employees and
the commitment of nearly 6,000 elected officers. For more information,
About Western Financial Group
Western Financial Group provides property, liability and life insurance
as well as banking and investment services for more than 550,000
customers in Western Canada. Our business units include:
The Network is the largest property and casualty brokerage in Western Canada,
providing auto, home, farm and business insurance to residents of 96
communities. In most locations we also offer life insurance products
travel insurance some investment services, and deposit and loan
services such as the purchase of GICs, as well as personal and
commercial mortgages and loans.
Bank West is a virtual bank accessible through brokers and customer service
agents, focused on commercial, agricultural, recreational vehicle and
several types of personal lending, and GICs.
Western Life partners with others who have a customer relationship in place with a
product line including Individual Life, Disability and Critical Illness
products, Group Health for small employer groups, A&S products designed
for niche contexts and many variations of Creditor Insurance products.
Western Financial Insurance is Canada's oldest and largest pet insurance provider under the brand
name PetSecure, leading the market place since 1989 in providing
Canadian pet parents with innovative coverage to meet the diverse needs
of their pets.
For more information on Western visit www.westernfg.ca.
SOURCE DESJARDINS GROUP
For further information:
Western shareholders with procedural questions regarding the Offers process should contact Georgeson, the Information Agent for the Offers at the toll free number 1-866-725-6575 or by email at firstname.lastname@example.org.
On behalf of Desjardins Financial Group
André Chapleau, Director of Media Relations
514-281-7229 or 1-866-866-7000, extension 7229
On behalf of Western Financial Group
Arlene Beggs, Executive Assistant to the CEO