Bridgeway National Corp (fka BDGY)

[megabandp]

A bit more info on this deal

“Last year, our Board of Directors ran an exhaustive strategic review process, to seek out a partner with a source of scalable capital to grow our mortgage stream business,” stated Doug Emsley, Chairman & CEO of Input. Mr. Emsley continued, “Shareholders will know that for the last 14 months, we have continued to search for a capital partner while focussing on growing book value per share. We are pleased to have met the team from Bridgeway and put together this proposed transaction that provides immediate liquidity and certainty of value that we believe to be in the best interest of all shareholders.”

Board of Directors Recommendations & Shareholder Support

The Board of Directors has unanimously determined that the Transaction is in the best interests of Input and is recommending that Input Shareholders vote in favour of the Transaction. Each director and all senior officers of the Company have entered into voting agreements with Bridgeway pursuant to which, among other things, they have agreed to vote all of the Shares owned or controlled by them in favour of the Arrangement, representing approximately 33.3% of the outstanding Shares.

Transaction Details

The Agreement will be implemented by way of a statutory plan of arrangement under The Business Corporations Act of Saskatchewan and is subject to approval of 66 2/3% of the votes cast by Input Shareholders at a special meeting of Input Shareholders to be called to approve the Transaction (the “Special Meeting”).

The completion of the Transaction will also be subject to obtaining required court and other approvals and satisfaction of closing conditions customary for a transaction of this nature. The Agreement includes customary deal-protection provisions. Input is subject to non-solicitation provisions and in certain circumstances, the Board of Directors may terminate the Agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee and subject to a right of Bridgeway to match such superior proposal.

It is anticipated that the management information circular (the “Circular”) will be mailed to Input Shareholders in August and the Special Meeting will be held in September 2020. Following closing of the Transaction, the Input Shares would be delisted from the TSX Venture Exchange. The Transaction is expected to close in October 2020.

Advisors and Counsel

McKercher LLP is acting as counsel to Input. Loeb & Loeb is acting as US counsel to Bridgeway, with Wildeboer Dellelce LLP acting as Canadian counsel.

Dividend Suspended
As a result of the Transaction, Input will suspend all dividend payments pending the successful outcome of the Transaction.

Additional Information about the Transaction

A description of the various factors considered by the Board of Directors of the Company in its determination to approve the Transaction, as well as other relevant background information, will be included in the Circular to be sent to the Company’s shareholders in advance of the Special Meeting. The Circular, the Arrangement Agreement, including the plan of arrangement, and certain related documents will be filed with the Canadian securities regulators and will be available on SEDAR at www.sedar.com.

source: https://privatecapitaljournal.com/input-capital-to-be-acquired-for-97-5m-at-1-75-per-share/