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VANCOUVER, British Columbia, May 24, 2023 (GLOBE NEWSWIRE) -- Pender Growth Fund Inc. (“ PGF ”; TSXV: PTF) ) and Pender Private Investments Inc. (“ PPI ”) today announce that they have signed a non-binding letter of intent (the“ Letter of Intent ”) to acquire all Legacy Shares of PPI not currently owned by PGF (the“ Proposed Transaction ”).
PGF currently holds approximately 98% of the outstanding Legacy Shares of PPI. Pursuant to the terms of the Letter of Intent, PGF proposes to acquire the remaining Legacy Shares at a cash purchase price equal to 100% of the Net Asset Value (“ NAV ”) of PPI's portfolio, determined in accordance with past practice of the manager of PPI, PenderFund Capital Management Ltd. (the“ Purchase Price ”), pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia). The Letter of Intent provides that the Purchase Price will be determined based on a calculation of NAV as of five business days prior to the signing of the definitive agreement for the Proposed Transaction, subject to adjustment to a maximum of five percent up or down based on an updated calculation of NAV as of five business days prior to the closing of Proposed Transaction.
The board of directors of PPI has formed a special committee (the“ Special Committee ”), composed of independent directors, to consider and evaluate the terms of the Proposed Transaction, to determine whether the Proposed Transaction is in the best interests of PPI and to recommend whether shareholders should vote in favour of the Proposed Transaction. In furtherance of their evaluation, the Special Committee has engaged independent legal counsel and will procure an opinion from an independent financial advisor as to the fairness, from a financial point of view, of the Proposed Transaction to the shareholders of the Legacy Shares, other than PGF (a“ Fairness Opinion ”).
The terms of the Proposed Transaction set out in the Letter of Intent, including the Purchase Price, are non-binding and are therefore subject to change. Completion of the Proposed Transaction remains subject to, among other things, the negotiation of a definitive agreement, approval of the PPI shareholders (including majority of the minority approval), receipt of a satisfactory Fairness Opinion and court approval.
PGF's objective is to achieve long-term capital appreciation for its investors. PGF utilizes its small capital base and long-term horizon to invest in unique situations; primarily small cap, special situations, and illiquid public and private companies. PGF trades on the TSX Venture Exchange under the symbol“PTF”.
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