TORONTO, Sept. 11, 2013 /CNW/ - Jovian Capital Corporation (TSX: JOV) ("Jovian") announces that, further to its announcement of July 16, 2013, the shareholders and debentureholder of Jovian have overwhelmingly approved a special resolution (the "Resolution"), the text of which is contained in Jovian's Management Proxy Circular dated August 9, 2013, in connection with a statutory arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act which involves, among other things, the acquisition of all of the common shares of Jovian by Industrial Alliance Insurance and Financial Services Inc. ("IA"). At a joint special meeting of the holders of Jovian common shares and debentures (the "Meeting"), the Resolution was passed by approximately 100% of the votes cast by shareholders present in person or represented by proxy at the Meeting, including by approximately 100% of the votes cast after excluding votes cast in respect of shares held by shareholders whose votes may not be included in determining minority approval in accordance with the interim order of the Ontario Superior Court of Justice, the Canada Business Corporation Act and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. In addition, the Resolution was passed by 100% of the debentureholder votes cast. Based on the elections of Jovian shareholders received prior to the Meeting, all shareholders of Jovian that have elected to receive common shares of IA as consideration for Jovian common shares tendered will receive such IA shares without pro-ration. No other business was transacted at the Meeting.
Completion of the Arrangement remains subject to the fulfillment of certain conditions, including receipt of regulatory and court approval. The effective date of the Arrangement is anticipated to be on or about October 1, 2013.
About Industrial Alliance Insurance and Financial Services Inc.
Founded in 1892, Industrial Alliance Insurance and Financial Services Inc. is a life and health insurance company with operations in all regions of Canada as well as in the United States. The Company offers a wide range of life and health insurance products, savings and retirement plans, RRSPs, mutual and segregated funds, securities, auto and home insurance, mortgage loans and other financial products and services for both individuals and groups. The fourth largest life and health insurance company in Canada, Industrial Alliance contributes to the financial security of over three million Canadians, employs 4,300 people and has assets under management and administration of more than $87 billion. Industrial Alliance stock is listed on the Toronto Stock Exchange under the ticker symbol IAG.
About Jovian Capital Corporation
Jovian acquires, creates and grows financial services companies specializing in two primary market segments: wealth management and asset management. The Jovian group of companies (MGI Securities Inc., MGI Securities (USA) Inc., T.E. Wealth, Leon Frazer & Associates Inc., HAHN Investment Stewards & Company Inc., JovFinancial Solutions Inc. and Fit Private Investment Counsel Inc.) oversees approximately $6.8 billion of client assets ($5.4 billion in client assets managed or advised and $1.4 billion in assets under administration). Additional information is available at www.joviancapital.com and www.sedar.com.
This press release contains "forward-looking statements" within the meaning of applicable securities laws that are intended to be covered by the safe harbours created by those laws, including statements that use forward-looking terminology such as "will'; "anticipate'; "believe'; "continue; ' potential'; or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements may include, without limitation, statements regarding the completion of the Arrangement, receipt of necessary approvals for the Arrangement, and other statements that are not historical facts. While such forward-looking statements are expressed by Jovian, as stated in this release, in good faith and believed by Jovian to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, satisfying the terms and conditions of the Arrangement including court approval of the Arrangement, the receipt of required governmental and regulatory approvals and consents, and the satisfaction of conditions, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the Arrangement could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Jovian is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities or to comment on expectations of, or statements made by any other person in respect of the proposed transaction. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk.
SOURCE: Jovian Capital Corporation
For further information:
Don Sangster, Investor Relations, Jovian Capital Corporation, (416) 933-5744; or
Philip Armstrong, C.E.O., Jovian Capital Corporation, (416) 933-5752.