TSX Symbol: CIX
TORONTO, May 26, 2011 /CNW/ - CI Financial Corp. ("CI") announced today
that the Ontario Securities Commission has set aside a decision by the
Toronto Stock Exchange affecting a shareholder vote on CI's shareholder
The OSC decision means that a resolution to ratify the continuation of
CI's Shareholder Rights Plan must be submitted only to CI's independent
shareholders. In response to a complaint by the Bank of Nova Scotia,
the TSX decided in April to force CI to submit the resolution to a vote
of all shareholders, including the bank. The bank owns approximately
36.3% of CI's shares and is not considered an independent shareholder
under the plan.
"We appreciate that the OSC has recognized the obvious fact that the TSX
had no authority in this matter," said Stephen A. MacPhail, CI
President and Chief Executive Officer. "The TSX tried to break a
contract reached by our shareholders in 2008 by an overwhelming vote of
98%. While we fully expected this decision, we still look forward to
resuming our normal course of business.
"This ordeal started when Rick Waugh, CEO of the Bank of Nova Scotia,
accused CI of violating the bank's rights as a shareholder, when, in
fact, CI was clearly complying with its legal obligations to all CI
shareholders. This process has been very costly to CI and an
extraordinary waste of our time and could not under any measure be
considered to be in the best interests of our shareholders."
CI's Shareholder Rights Plan was approved by shareholders in 2008 and,
under the terms of the plan, independent shareholders must ratify its
continuance after three years. That vote is scheduled to take place at
CI's annual and special meeting of shareholders on June 1, 2011.
Earlier this year, the Bank of Nova Scotia asked the TSX to overrule
the terms of the Plan and allow it to vote as well.
With the OSC decision, the continuation of CI's Shareholder Rights Plan
is assured, Mr. MacPhail noted. In the proxies submitted to date, over
90% of the shares held by independent shareholders have been voted in
favour of continuing the Plan.
"CI's independent shareholders have shown exceptional support for the
plan," said Mr. MacPhail. "Clearly, they recognize its importance in
protecting their rights as shareholders. However, we also view this
strong support as a condemnation of the tactics of the Bank of Nova
Scotia. In my opinion, the bank and its Board of Directors owe an
apology to CI's shareholders."
CI's Shareholder Rights Plan does not prevent a takeover of CI but
ensures that any change of control transaction is conducted in a manner
that is fair and in the best interests of all shareholders. The Plan's
objective is that all shareholders be offered an opportunity to tender
their shares and receive a premium in the event of a change of control.
Therefore, the Plan prevents a "creeping takeover" of CI or a transfer
of control in which only certain shareholders are paid a premium for
CI's annual and special meeting of shareholders is to be held June 1 at
11 a.m. at 15 York St., 2nd Floor, Toronto.
CI Financial Corp. (TSX: CIX) is an independent, Canadian-owned wealth
management company with approximately $99.0 billion in assets as of
April 30, 2011. CI offers a broad range of investment products and
services, including an industry-leading selection of investment funds,
and is on the Web at www.ci.com/cix.
SOURCE CI Investments Inc.
For further information:
Stephen A. MacPhail
President and Chief Executive Officer
CI Financial Corp.