TORONTO, May 20 /CNW/ - Mavrix Fund Management Inc. (TSX:MVX) ("Mavrix"
or the "Company") announced today that it has entered into an arrangement
agreement (the "Arrangement Agreement") with Growth Works Ltd. ("Growth
Works") and its wholly-owned subsidiary 1796862 Ontario Ltd. (the "Purchaser")
under which the Purchaser will acquire all of Mavrix's issued and outstanding
common shares (the "Common Shares") at a cash price of C$0.25 per Common Share
The Arrangement Agreement follows the announcement on May 1, 2009 that
Mavrix had entered into a letter of intent with Growth Works concerning the
The Transaction is to be completed by way of statutory plan of
arrangement (the "Plan of Arrangement") under the Business Corporations Act
(Ontario). The Plan of Arrangement is subject to court approval and must be
approved by two-thirds of the votes cast by Mavrix shareholders at a
shareholders' meeting expected to be held June 24, 2009. Shareholders,
including officers and directors of Mavrix, holding an aggregate of 4,943,017
shares or 56.7% of the outstanding shares have entered into support agreements
pursuant to which they have agreed to vote in favour of the Transaction.
Completion of the Transaction, which is expected to occur on June 30,
2009, is subject to certain customary terms and conditions and certain
regulatory approvals and the execution of agreements with a non-convertible
debentureholder satisfactory to the Purchaser, acting reasonably. The
Arrangement Agreement also contains various termination rights, including that
the board of directors of Mavrix (the "Board of Directors") may, under certain
circumstances, terminate the Arrangement Agreement in favour of an unsolicited
superior proposal, consistent with its fiduciary duties, subject to a right of
the Purchaser to match the superior proposal.
Upon completion of the Transaction, the Common Shares will be de-listed
from the Toronto Stock Exchange (the "TSX"). The outstanding convertible
debentures issued pursuant to the indenture dated May 1, 2005 will remain
outstanding and, subject to approval by the TSX, listed on the TSX until they
mature on July 1, 2010, unamended by the Plan of Arrangement. Similarly,
outstanding employee stock options and outstanding warrants will remain
outstanding, unamended by the Plan of Arrangement. The Board of Directors will
terminate the Company's Restricted Stock Unit Plan and issue shares to holders
of units under the Restricted Stock Unit Plan.
Pierre Saint-Laurent, Chairman of the Board of Directors said: "The Board
of Directors has concluded that the Growth Works transaction is in the best
interests of the Company, and unanimously recommends that shareholders of
Mavrix vote in favour of the Plan of Arrangement at the shareholders' special
meeting to be held to approve the Plan of Arrangement."
"We are pleased that the Special Committee has concluded its process and
determined that the consideration to be paid to shareholders is fair," said
David Levi, President and CEO of Growth Works. "We look forward to concluding
the acquisition and building a larger and stronger operation."
GMP Securities L.P. has advised the Special Committee of the Board of
Directors (the "Special Committee") that it is of the opinion that the
consideration to be received by the Mavrix shareholders from Growth Works
under the Transaction is fair, from a financial point of view, to Mavrix's
The factors considered by the Special Committee and the Board of
Directors, a copy of GMP Securities L.P.'s fairness opinion and other relevant
background information will be included in the information circular to be
mailed to the Company's shareholders in advance of the special shareholders'
meeting. A material change report, which will provide more details on the
Transaction and the Arrangement Agreement will be filed with the Canadian
securities regulators shortly and will be available at www.sedar.com and at
Mavrix's website at www.mavrixfunds.com.
Shareholders should consult their own investment dealer, stockbroker,
bank manager, accountant, lawyer or other professional advisor with respect to
About Mavrix Fund Management Inc.
Mavrix Fund Management Inc. (TSX: MVX) is an asset management company
founded and operated by experienced portfolio managers. The company offers a
focused line-up of concentrated, actively managed funds that aim to complement
mainstream funds. Mavrix supports its products by providing financial advisors
with regular and direct access to portfolio managers and unbiased commentary,
which has enabled the company to become a trusted advisor to its clients.
Mavrix is headquartered in Toronto with offices in Halifax, Montreal and
Winnipeg. Additional information about Mavrix can be found at
About GrowthWorks (www.growthworks.ca)
GrowthWorks(TM) managed funds provide investment capital for Canadian
companies and tax-advantaged investment opportunities for Canadian investors.
GrowthWorks(*) manages approximately $780 million in assets through the Working
Opportunity Fund (EVCC) Ltd., GrowthWorks Atlantic Venture Fund Ltd.,
GrowthWorks Commercialization Fund Ltd. and GrowthWorks Canadian Fund Ltd.
(including $95 million upon successful completion of the merger with Canadian
Medical Discoveries Fund). GrowthWorks identifies, analyzes and structures
investments in companies with high growth potential. Particular emphasis is
placed on IT, Life Sciences and Cleantech sectors. Building on more than 17
years of investment expertise, GrowthWorks is a leader in Canadian venture
(*) GrowthWorks refers to affiliates of GrowthWorks Ltd., and includes:
GrowthWorks Capital Ltd., manager of the Working Opportunity Fund
(EVCC) Ltd.; GrowthWorks WV Management Ltd., manager of GrowthWorks
Canadian Fund Ltd. and GrowthWorks Commercialization Fund Ltd.;
GrowthWorks Atlantic Ltd., manager of GrowthWorks Atlantic Venture
Fund Ltd. and 6983561 Canada Ltd. GrowthWorks is a registered
trademark of GrowthWorks Capital Ltd.
Certain statements contained herein constitute "forward-looking
statements". These forward-looking statements are based on current
expectations and involve known and unknown risks, uncertainties and other
factors. Material factors and assumptions that were applied in making the
forward-looking statements and that could cause actual results to differ
materially from the forward-looking statements in this release include risks
and uncertainties relating to: conditions set out in the interim order to be
obtained in connection with the Plan of Arrangement, satisfaction of the
conditions set out in the Arrangement Agreement, negotiation of a satisfactory
amendment with a lender to the Corporation to permit completion of the
Transaction, and receipt of all regulatory and required shareholder approvals.
Readers are cautioned not to place undue reliance on these statements as
actual results may differ materially from any future results expressed or
implied by such forward-looking statements, if known or unknown risks,
uncertainties or other factors affect the Transaction, the Company or its
business. The Company cannot provide any assurance that forward-looking
statements will materialize. Except as required by law, the Company assumes no
obligation to update or revise any forward-looking statement, whether as a
result of new information, future events or any other reason.
For further information:
For further information: contact Mavrix Fund Management Inc. at (416)
362-3077, 1-888-964-3533 or www.mavrixfunds.com; Murray Munro, GrowthWorks
Capital Ltd., (604) 895-7282