Globalance Shareholders to have Special
Redemption Option Prior to Merger
CALGARY, June 28, 2018 /CNW/ - Middlefield Limited (the
"Manager"), the manager of Globalance Dividend Growers Corp.
("Globalance") and MBN Corporation ("MBN"), is pleased to announce
that Globalance will merge into MBN on or about August 29, 2018 (the date of completion being the
"Effective Date"), with MBN being the continuing entity following
the Merger.
Following the Merger, Globalance investors will hold shares of
MBN, an investment company that is expected to offer a larger
market capitalization, increased trading liquidity and lower
operating costs on a per share basis than Globalance. In connection
with the Merger, Globalance shareholders will see their annual
management fee reduced from 1.25% to 1.10%. The Merger is expected
to be effected on a tax-deferred roll-over basis and accordingly,
shareholders of Globalance who become shareholders of MBN will not
realize capital gains or losses until they dispose of their MBN
shares. All costs and expenses associated with the Merger will
be borne by the Manager and not the Funds.
MBN is pleased to announce that Mr. Garth Jestley, Vice-Chairman of Middlefield
Group, will take on the role of Special Advisor to MBN as the
Company looks to create long-term value by (i) growing MBN's assets
under management through mergers with other investment funds and
(ii) pursuing other strategic opportunities. MBN will draw on
Mr. Jestley's industry experience as it identifies and considers
value creation strategies. Mr. Jestley has over 40 years of
experience in the financial services sector, including senior roles
in investment management, corporate banking, resource project
financing and investment banking. Mr. Jestley also has a lengthy
track record advising investment funds that emphasize portfolios of
dividend paying securities.
In connection with the addition of Mr. Jestley as Special
Advisor, MBN is initiating a quarterly dividend of $0.08 per share. While MBN seeks to identify
long-term strategic investment opportunities, its portfolio will be
comprised of global issuers with a history of strong dividend
growth in order to support MBN's dividend. The initial dividend
will take effect for shareholders of record as of September 30, 2018 and will be paid on or about
October 15, 2018.
After considering the changing landscape of the Canadian
investment industry, the Manager has determined that the Merger
would be in the best interests of the shareholders of Globalance
and not to convert into an open-end mutual fund as described in the
September 2015 prospectus.
Globalance shareholders who do not wish to participate in the
Merger have the opportunity to sell their shares in the market or
redeem them (the "Special Redemption") before the Merger
occurs. To participate in the Special Redemption, shareholders
are required to provide notice by 5:00
p.m. (Toronto time) on
August 8, 2018. Surrendered
Globalance shares will be redeemed at a price equal to the net
asset value per share on August 15,
2018 and will be paid by the Fund on or about August 22, 2018. MBN shares do not have any
monthly or annual redemption or retraction rights attached to
them.
The Merger will be effected at an exchange ratio calculated as
the net asset value per equity share of Globalance divided by the
net asset value per equity share of MBN, determined as at the close
of trading on the TSX on the business day immediately prior to the
Effective Date. Pursuant to the Merger, MBN will assume the
liabilities of Globalance and will issue equity shares of MBN in
satisfaction of the purchase price for all of the property of
Globalance. The Merger remains subject to the satisfaction of
all regulatory requirements and customary closing
conditions.
Equity Shares of Globalance and MBN trade under the symbols GBF
and MBN, respectively, on the Toronto Stock Exchange.
Certain statements in this press release may be viewed as
forward-looking statements. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, intentions, projections, objectives, assumptions or future
events or performance (often, but not always, using words or
phrases such as "expects", "is expected", "anticipates", "plans",
"estimates" or "intends" (or negative or grammatical variations
thereof), or stating that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved)
are not statements of historical fact and may be forward-looking
statements. Statements which may constitute forward-looking
statements relate to: the proposed timing of the merger and
expected completion thereof; the expected benefits of the merger;
and the funds that are proposed to be merged. Forward-looking
statements are subject to a variety of risks and uncertainties
which could cause actual events or results to differ from those
reflected in the forward-looking statements including as a result
of changes in the general economic and political environment,
changes in applicable legislation and the performance of each fund.
There are no assurances the funds can fulfill such forward-looking
statements and the funds do not undertake any obligation to update
such statements. Such forward-looking statements are only
predictions; actual events or results may differ materially as a
result of risks facing one or more of the funds, some of which are
beyond the control of the funds.
SOURCE MBN Corporation