TORONTO, Jan. 13 /CNW/ - Beacon Acquisition Partners Inc. (TSX Venture:
BAP) ("Beacon"), a corporation listed on the TSX Venture Exchange (the
"Exchange"), today announced the signing of a letter of intent (the
"LOI") reflecting an agreement in principle to acquire all of the
issued and outstanding shares of Waterford Investor Services, Inc.
("Waterford"), a United States broker-dealer investment firm, from AIC,
Inc. and Frank J. Wainscott (collectively, the "Vendors"). The LOI
calls for Beacon to issue a total of 4,321,697 common shares of Beacon
("Beacon Shares") at a deemed price of $0.25 per share ($1,080,424) as
well as a 5 year promissory note in the amount of $255,000 (the "Note")
in exchange for all the issued and outstanding shares of Waterford. The
Beacon Shares will be split into two tranches, the first tranche of
2,176,000 Beacon Shares will be held in escrow and released to the
Vendors and certain other parties in three equal annual installments
commencing on January 1, 2012. The second tranche will also be released
to the Vendors and certain other parties over three equal annual
installments commencing on January 1, 2012 but are subject to a
clawback by Beacon in the event that adverse claims against Waterford
arise and result in a financial loss to Beacon during the first year
following closing. The Note will bear no interest for the first year
and afterwards will bear interest at a rate of 7% per annum. The Note
will be convertible at the sole option of Beacon into Beacon Shares at
a price of $0.25 per Beacon Share for the first 21 months after
In addition, within one month of the closing of the transaction, Beacon
will grant 175,000 options to purchase Beacon Shares for a period of
three years to certain employees and contractors engaged by Waterford.
Pricing of the options shall be determined at a later date. The options
will vest in two tranches, half on January 1, 2012 and the other half
on January 1, 2013.
The transaction is subject to, among other things, satisfactory results
of due diligence investigations of Waterford and the negotiation of
definitive agreements. The transaction is an arm's length transaction
and is subject to the approval of all applicable regulatory
authorities, including the Exchange, the Financial Industry Regulatory
Authority of the United States, the shareholders of the parties, if
required, and other third parties as applicable. In addition, this
transaction may result in AIC, Inc. becoming a control person of
Beacon, as determined in accordance with the policies of the Exchange.
Additional details regarding this issue will follow.
About Waterford Investor Services, Inc.
Waterford, established in 1998, is a full-service broker dealer
headquartered in Richmond, Virginia. Waterford offers investment
solutions for both retail and institutional clients with a full range
of insurance and securities products. The firm has approximately 60
licensed professionals. Waterford is also a Registered Investment
Advisory firm and has a diverse selection of money management options.
Waterford's trades are cleared and customer accounts are held at RBC
Correspondent Services, a division of RBC Capital Markets Corporation,
one of the largest investment banking firms in North America.
The principal business of Beacon is the ownership of all the issued and
outstanding shares of American Beacon Partners, Inc. ("American
Beacon"), a Wisconsin based broker-dealer. Upon completion of the
acquisition of Waterford, Beacon anticipates merging the operations of
Waterford and Beacon. This merger is expected to provide benefits for
both Waterford and American Beacon. These benefits should include an
ever increasing and broader range of products and services for investor
clients, stronger operational support for financial advisors, and
broader distribution for those small and mid-size companies wishing to
access the capital markets. The transaction should strengthen Beacon's
net capital position to facilitate well capitalized growth and finance
improvements in the compliance and reporting systems of both Waterford
and American Beacon.
"We welcome the addition of a strong management and professional sales
and trading team to our partnership. They have extensive industry
experience across a number of disciplines," said Rob Mather, Chairman
and CEO of Beacon. Jim Hintz, President and CEO of American Beacon
noted that the combined firm will have in excess of 130 investment
advisors licensed to do business in 45 states. "Both Beacon and
Waterford exemplify the philosophy that the entrepreneurial spirit of
the professional investment advisor combined with an open architecture
of products and services, including alternatives, best meets the needs
of today's investors.", commented Mr. Hintz.
"We look forward to working with the professionals at American Beacon.
The Beacon public company structure should allow us to attract and
retain an increasing number of highly qualified full time investment
advisors", said Roger Leibowitz, CFO of Waterford.
Upon closing of the transaction, Mr. Roger Leibowitz and Mr. Chris Pollina will join the board of American Beacon.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved or disapproved the
contents of this press release. The TSX Venture Exchange Inc. does not
accept responsibility for the adequacy or accuracy of this release.
SOURCE Beacon Acquisition Partners Inc.
For further information:
Robert P. Mather, Chairman & CEO 1-201-447-2486
James A. Hintz, President & CFO 1- 715-552-2741