Guardian Capital Group Limited Files Management Information Circular for Special Meeting of Shareholders and Confirms Receipt of Interim Order for Previously Announced Plan of Arrangement

Core Viewpoint - Guardian Capital Group Limited is moving forward with a plan of arrangement under the Business Corporations Act (Ontario), where Desjardins Global Asset Management Inc. will acquire all issued and outstanding Guardian Shares for C$68.00 per share in cash, with significant premiums to recent trading prices [3][7]. Group 1: Transaction Details - The transaction involves the acquisition of Guardian Shares, excluding those held by specified Rollover Shareholders, for C$68.00 per share [3]. - The Rollover Shareholders will sell approximately 17.17% of their shares in exchange for about 10% of DGAM's shares [3]. - The transaction is subject to approval at a special meeting scheduled for October 23, 2025, with a proxy voting deadline of October 21, 2025 [9][10]. Group 2: Recommendations and Support - The Independent Committee and the Board of Directors unanimously recommend that shareholders vote in favor of the transaction, deeming it in the best interests of Guardian [5][6]. - Major shareholders, including Rollover Shareholders, representing 32.06% of Guardian Shares, have entered into support agreements to vote for the transaction [8]. Group 3: Financial Analysis - The cash consideration represents a 66% premium to the last closing price of Class A shares and a 48% premium to Common shares prior to the announcement [7]. - The fair market value of Guardian Shares is estimated between C$63.75 and C$74.00 per share, according to independent financial advisor Scotiabank [7]. Group 4: Legal and Regulatory Aspects - An interim order from the Ontario Superior Court of Justice was granted on September 17, 2025, allowing the meeting and related matters to proceed [11]. - A final court hearing is anticipated on October 28, 2025, with the transaction expected to close in the first half of 2026, pending shareholder and regulatory approvals [12]. Group 5: Company Background - Guardian Capital Group Limited is a global investment management company with C$164.1 billion in total client assets as of June 30, 2025 [15]. - The company has a long-standing reputation for growth and stability, servicing institutional, retail, and private clients through its subsidiaries [15].