공시 • Mar 23
Desjardins Global Asset Management Inc, Minic Investments Limited along with George Mavroudis, Denis Larose, Srikanth Iyer and Matthew D. Turner completed the acquisition of Guardian Capital Group Limited (TSX:GCG.A) from Minic Investments Limited, George Mavroudis, Denis Larose, Srikanth Iyer and Matthew D. Turner.
Desjardins Global Asset Management Inc, Minic Investments Limited along with George Mavroudis, Denis Larose, Srikanth Iyer and Matthew D. Turner entered into a definitive agreement to acquire Guardian Capital Group Limited (TSX:GCG.A) from Minic Investments Limited, George Mavroudis, Denis Larose, Srikanth Iyer and Matthew D. Turner for CAD 1.7 billion on August 28, 2025. All issued and outstanding Common and Class A shares of Guardian (the Guardian Shares) will be purchased for cash consideration equal to CAD 68 per Guardian Share. A termination fee of CAD 65 million is payable by Guardian to Desjardins in certain circumstances, including termination of the agreement by Guardian pursuant to the “fiduciary out” provisions.
The combined business will be led by George Mavroudis as Chief Executive Officer, supported by leadership team across the Guardian network of companies, and Nicolas Richard, President and COO of DGAM.
The Transaction is required to be approved by (A)(i) at least two-thirds of the votes cast by holders of Class A shares and Common shares of Guardian present or represented by proxy at the Meeting, voting together as a single class, as well as (ii) a simple majority of the votes cast by holders of Class A shares and Common shares of Guardian present or represented by proxy at the Meeting (each class voting separately, unless relief or approval is obtained from the Ontario Securities Commission to permit voting as a single class), in each case excluding the Guardian Shares required to be excluded from such vote pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101), and (B) the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Transaction to shareholders. The Transaction is also subject to regulatory approvals (including under the Competition Act (Canada)) and other customary closing conditions. The Transaction is not subject to any financing condition and, assuming the timely receipt of all required regulatory approvals. Guardian’s Board of Directors unanimously approved the deal and recommends that Guardian shareholders vote in favour of the Transaction. Rollover Shareholders (including Minic Investments Limited (Minic)) have irrevocably agreed to vote against any other proposal for a period of nine months from the date of the definitive agreement. In total, the holders of 32.06% of the Guardian Shares have entered into voting and support agreements with an affiliate of Desjardins agreeing to vote their shares in favour of the Transaction (the Support and Voting Agreements). Minic, the holder of approximately 24.86% of the Guardian Shares, Rosemary Short, the holder of approximately 2.44% of the Guardian Shares, certain directors and executive officers of Guardian, or entities, the holders of approximately 3.76% of the Guardian Shares, and each of Guardian’s directors and executive officers, or entities the holders of approximately 1.00% of the Guardian Shares, have entered into Support and Voting Agreements will reinvest in Guardian. The recommendation follows the unanimous recommendation of a special committee of the Board comprised solely of independent directors, that was formed in connection with the Transaction. The Transaction is expected to close in the first half of 2026. As of September 19, 2025 Guardian Capital Group will held a special meeting of holders on October 23, 2025 at 11:00 a.m. On October 23, 2025, Guardian Capital Group Limited announced the approval by holders of its Common shares and Class A shares of Guardian at a special meeting held at October 23, 2025. As of March 20, 2026 the Guardian has obtained all regulatory approvals required to close the transaction. The expected completion of the transaction is on or about March 23, 2026.
Following completion of the Transaction, Guardian is expected to delist its Class A shares and Common shares from the Toronto Stock Exchange and cease to be a reporting issuer under Canadian securities laws in each of the provinces and territories of Canada.
BMO Nesbitt Burns Inc is acting as fairness opinion provider and financial advisor, Ernst & Young LLP (Canada) acting as accountant and Carlos Cerqueira, Tim McCormick, Andrew McLean, Frazer House, Stephen Nguyen, PatriceYing, Jason Howg, Graham Splawski, Natalia Paunic, Tamila Ivanov, James Fu and Denes Rothschild of Borden Ladner Gervais LLP is acting as legal advisor to Guardian. The Bank of Nova Scotia (TSX:BNS) is acting as financial advisor and independent valuator and provided fairness opinion, John Emanoilidis of Torys LLP is acting as legal advisor to the Independent Committee. Baker & Mackenzie LLP is acting as legal advisor to Minic. Desjardins Capital Markets is acting as financial advisor and Maxime Turcotte and Karine Bilodeau of Stikeman Elliott LLP is acting as legal advisor to Desjardins. Computershare Investor Services Inc. acted as a Transfer agent to Guardian Capital. Computershare Investor Services Inc. acted as a depository bank to Guardian Capital. Laurel Hill Advisory Group, LLC acted as a Information agent to Guardian Capital. Glass, Lewis & Co., LLC acted as information agent and Institutional Shareholder Services Inc. acted as due diligence provider to Guardian. Scotia Capital Inc. acted as financial advisor and fairness opinion provider to Guardian Capital.
Desjardins Global Asset Management Inc, Minic Investments Limited along with George Mavroudis, Denis Larose, Srikanth Iyer and Matthew D. Turner completed the acquisition of Guardian Capital Group Limited (TSX:GCG.A) from Minic Investments Limited, George Mavroudis, Denis Larose, Srikanth Iyer and Matthew D. Turner on March 23, 2026. In connection with the completion of the Arrangement, James Anas, Petros Christodoulou, Marilyn De Mara, Harold W. Hillier, George Mavroudis, Edward T. McDermott and Barry J. Myers have resigned as directors of Guardian. A. Michael Christodoulou remains as a director of Guardian.
