ICPH ICPEI Holdings Inc

TORONTO, Feb. 24, 2023 /CNW/ - ICPEI Holdings Inc. (the "Company") (TSXV: ICPH) today announced that the Ontario Superior Court of Justice (Commercial List) has approved its previously announced plan of arrangement pursuant to which certain key members of management and other existing shareholders of the Company (collectively, the "Rollover Shareholders"), Desjardins General Insurance Group Inc., and certain other investors would indirectly acquire all of the outstanding common shares of the Company (the "Shares") for $4.00 per Share (other than certain Shares held by Rollover Shareholders) (the "Arrangement").

The Arrangement was approved by shareholders of the Company at a special meeting held on February 13, 2023. Subject to the satisfaction or waiver of customary closing conditions, the Arrangement is expected to be completed on or about February 28, 2023, subject to the issuance of a certificate of arrangement under the Business Corporations Act (Ontario).

Following completion of the Arrangement, the Shares are expected to be delisted from the TSX Venture Exchange and the Company intends to apply to cease to be a reporting issuer under the securities legislation of each province and territory of Canada.

Further details regarding the terms and conditions of the Arrangement are set out in the management information circular of the Company dated January 11, 2023 (the "Circular") and the arrangement agreement dated December 9, 2022 each of which are available under the Company's SEDAR profile at www.sedar.com.

Enclosed with the Circular was a letter of transmittal explaining how registered shareholders of the Company can submit their Shares in order to receive consideration pursuant to the Arrangement. Registered shareholders who have questions or require assistance with submitting their Shares in connection with the Arrangement may direct their questions to Computershare Investor Services Inc., which is acting as depositary in connection with the Arrangement, toll free at 1-800-564-6253 or by email at corporateactions@computershare.com. Non-registered shareholders may direct their questions to their broker or other intermediary.

Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the expected timing of closing of the Arrangement, the delisting of the Shares, the Company's application to cease to be a reporting issuer and other statements that are not historical facts.

Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.

Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company's control, that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to satisfy, in a timely manner or otherwise, conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company's results.

Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company's forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.

Founded in 1998, ICPEI Holdings Inc. operates in the Canadian property and casualty insurance industry through its wholly owned subsidiary The Insurance Company of Prince Edward Island (ICPEI). ICPEI provides commercial and personal lines of insurance products exclusively through the broker channel.

The Company's name was changed from EFH Holdings Inc. to ICPEI Holdings Inc. after receiving approval from shareholders on July 15, 2021. It trades on the TSX Venture Exchange under the symbol ICPH effective August 20, 2021, and prior to December 23, 2020, it traded on the Toronto Stock Exchange.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ICPEI Holdings Inc.