Addenda Capital Inc. mails management information circular



    GUELPH, ON and MONTREAL, March 18 /CNW Telbec/ - The Co-operators Group
Limited ("The Co-operators") and Addenda Capital Inc. ("Addenda") (TSX: ADV)
are pleased to announce that Addenda took a key step today toward obtaining
shareholder approval of its agreement to amalgamate with a subsidiary
("Newco") of The Co-operators (the "Amalgamation").
    Addenda mailed to its shareholders (the "Shareholders") and filed today
with the Canadian provincial securities regulatory authorities its notice of
special meeting (the "Meeting") and accompanying management information
circular (the "Circular"). The Circular gives notice of the Meeting to be held
in Montréal on April 17, 2008, for the purpose of considering and voting on
the Amalgamation. March 10, 2008 is the record date for determining the
Shareholders entitled to receive notice of and vote at the Meeting. Only
Shareholders whose names have been entered in the registers of Addenda at the
close of business on the record date and, in certain circumstances,
transferees thereof, will be entitled to receive notice of and vote at the
Meeting.
    Addenda also announced that it will accelerate the payment of its
previously announced quarterly dividend of $0.34 per common share of Addenda
payable to Shareholders of record on March 31, 2008, which dividend will be
paid on April 15, 2008, instead of May 1, 2008.
    The Board of Directors of Addenda (the "Board") determined unanimously
(with interested directors abstaining), following the report and favourable
unanimous recommendation of a transaction committee comprised of three
independent directors (the "Transaction Committee"), to recommend that
Shareholders, other than certain senior management and Employee Shareholders
and the Fonds de solidarité des travailleurs du Québec (F.T.Q.) who have
entered into an agreement with Newco to exchange their Addenda shares for
shares of Newco (the "Public Shareholders"), vote in favour of the
Amalgamation.
    The Transaction Committee and the Board received an opinion from
Addenda's financial advisor, CIBC World Markets Inc., that the consideration
to be received pursuant to the merger agreement with The Co-operators and
Newco (the "Merger Agreement") is fair from a financial point of view to the
Public Shareholders. In addition, the Transaction Committee and the Board
received a report on the value of the Addenda shares from
PricewaterhouseCoopers LLP, acting as independent valuator. Copies of the
fairness opinion and the formal valuation report, factors considered by the
Transaction Committee and the Board and other relevant background information
are included in the Circular.
    Subject to receiving the required Shareholder and regulatory approvals
and the satisfaction of other customary conditions, it is anticipated that
this transaction will close on or about April 22, 2008. The new entity, which
will operate under the name "Addenda Capital Inc.", with its head office in
Montreal and offices in Toronto, Guelph and Regina and will manage
approximately $40 billion in assets.
    A copy of the Circular and the Merger Agreement 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, commercial and farm insurance, as
well as investment products. With assets of $7 billion, The Co-operators is a
co-operative owned by 40 Canadian co-operatives, credit union centrals and
representative farm organizations. It 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 Capital Inc. private, including statement relating to the terms and
conditions of the proposed transaction. 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 parties will not proceed with a
transaction, that the ultimate terms of the transaction will differ from those
that currently are contemplated and that the transaction will not be
successfully completed for any reason (including the failure to obtain the
required approvals). 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:

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


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