Canaccord prepared to sweeten bid for RF Capital

Canaccord Genuity Group Inc. says it is prepared to sweeten the terms of its bid to buy RF Capital Group (RCG), including increasing its initial proposed offering price “materially” and providing enhanced escrow releases for investment-advisor owners of RCG shares, according to a release on Wednesday.

“We are resolute in our belief that a business combination would provide substantial advantages for our respective employees, clients and shareholders,” the firm said in the release.

In a letter sent to the RF Capital board on April 6 and included in the release, Dan Daviau, president and CEO of Canaccord, offered to increase Canaccord’s original bid, made on March 15, of $2.30 per common share of RF Capital, which valued RF Capital at $367 million. The price of RCG shares had increased 21.6% from the last closing price prior to Canaccord’s March 15 bid.

“We believe many of RCG’s investment advisors and other shareholders see the many benefits of combining our Canadian wealth businesses and would support a transaction with Canaccord Genuity,” Daviau wrote.

The RF Capital board so far hasn’t engaged with Canaccord’s takeover bid initiative. In a March 15 release in response to the original bid, RF Capital’s board said it concluded that the takeover wasn’t in the best interests of RF Capital’s shareholders, advisors and clients “in light of the considerable opportunities for Richardson Wealth in the fast-growing wealth management industry.”

In Wednesday’s release, Canaccord argued that RCG minority shareholders “should be provided an opportunity to consider the proposal” and that the RF Capital board was not fulfilling its “fiduciary obligation to consider the interests of its minority shareholders.”

Canaccord is “exploring legal options available, as well as options of taking our offer directly to RCG shareholders,” the release said.

Canaccord said in its April 6 letter that it was prepared to offer either cash or Canaccord shares, or a combination thereof, under the proposed transaction in order to give RCG shareholders “the opportunity to participate in the ongoing success of the combined business” and the option to cash out.

If a proposed transaction were successfully implemented, Canaccord said it expects the RCG board would permit advisors who hold RCG shares currently subject to escrow to accept Canaccord’s proposal.

Under its new bid, Canaccord said it “would be prepared to release a portion of those shares from escrow upon closing in order to allow such holders to realize on a portion of their holdings in RCG, and to release in full from escrow those shares held by holders who are no longer employees of [Richardson Financial Group].”

Staff

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