Business
Westaim Announces Completion of JEVCO Acquisition
Westaim Announces Completion of JEVCO Acquisition
About this update from Westaim Corporation
[{"type":"text","content":"\n\n\n\nTORONTO, Mar. 29, 2010 (Canada NewsWire Group) -- /CNW/ -- The Westaim Corporation (Westaim or the Company) (TSX: \"WED\") today announced that it has completed the acquisition (the Acquisition) of all of the shares of JEVCO Insurance Company (JEVCO) from Kingsway Financial Services Inc. (KFS) pursuant to the terms of the purchase agreement dated as of January 25, 2010, as amended (the Purchase Agreement) between Westaim and KFS. The aggregate purchase price payable by Westaim to KFS in respect of the Acquisition is $264.2 million, subject to certain adjustments. In accordance with the terms of the Purchase Agreement, Westaim made a cash payment to KFS of $236.7 million. In addition, Westaim deposited the sum of $27.5 million with an escrow agent to be held in trust pending certain adjustments to the purchase price in accordance with the Purchase Agreement. Immediately prior to the completion of the Acquisition, KFS made a payment of $12 million to JEVCO to settle certain intercompany balances and JEVCO paid a cash dividend to KFS in the aggregate amount of $10.8 million.In order to finance the Acquisition, Westaim had previously issued a total of 550 million subscription receipts (the Subscription Receipts) at an issue price of $0.50 each for gross proceeds of $275 million. The gross proceeds from the sale of the Subscription Receipts, less certain expenses, were being held in escrow pending the satisfaction of certain conditions including:(a) shareholders of Westaim having approved the issuance of all of thesecurities issuable upon the conversion of the SubscriptionReceipts at a meeting of shareholders held on March 25, 2010(Shareholder Approval);(b) the receipt of documents evidencing the required approval of theAcquisition under the Insurance Companies Act (Canada) (RegulatoryApproval); and(c) all conditions required to complete the Acquisition (other thanpayment of the purchase price) having been satisfied or waived byWestaim.Shareholder Approval was obtained on March 25, 2010 and Regulatory Approval was obtained on March 29, 2010. Accordingly, the escrowed funds were released on March 29, 2010 to fund the purchase price in respect of the Acquisition and certain other expenses and all 550 million Subscription Receipts were automatically converted immediately prior to the completion of the Acquisition into an aggrega...