Onex Agrees to Acquire Gluskin Sheff

Onex

Together they will provide investors with a comprehensive investment offering across both private and public markets

– Toronto, March 22, 2019 – Onex Corporation (“Onex”) (TSX: ONEX) and Gluskin Sheff + Associates Inc. (“Gluskin Sheff”) (TSX: GS) today announced they have entered into a definitive agreement under which Onex will acquire 100% of Gluskin Sheff for C$14.25 per share. The purchase price represents a 28% premium to Gluskin Sheff’s closing share price on March 22, 2019, and a 37% premium to the 60-day volume weighted average price (VWAP). The total cash consideration for 100% of Gluskin Sheff’s equity is approximately C$445 million.

This combination will bring together two of Canada’s most entrepreneurial and successfulinvestment firms and broaden the product suite available to Gluskin Sheff’s clients. Gluskin Sheffwill continue to be led by its existing leadership team and operate under its brand.

Gerry Schwartz, Chairman and Chief Executive Officer of Onex, said, “Gluskin Sheff is one of the largest and most respected independent wealth management firms in Canada, serving high networth families and institutional investors, with a strong long-term track-record of risk-adjusted investment returns and outstanding client service. By combining Gluskin Sheff’s public securities investing platforms with Onex’ private equity and private debt platforms the clients of both firms will have greater investment options.”

Jeff Moody, President and Chief Executive Officer of Gluskin Sheff, stated, “Onex is the ideal partner for us and our clients. We have a strong cultural fit and a like-minded approach to investing and risk management, which includes financial alignment between our teams and our investors. This partnership will provide us with the resources to better serve all of our clients and expand our product offerings with alternative investment strategies.”

Nancy Lockhart, Chair of the Gluskin Sheff Board, added, “We are delighted Onex has recognized our highly valued client base, team and reputation in the market and believe the all-cash offer represents an attractive opportunity for our shareholders.”The transaction is to be effected by way of a court-approved plan of arrangement and is expected to close in the first half of 2019, subject to receipt of Gluskin Sheff shareholder and courtapprovals, required regulatory approvals and customary closing conditions.

Recommendation of the Board

The Gluskin Sheff Board of Directors, after consultation with its financial and legal advisors, has unanimouslyapproved the transaction and determined that it is in the best interests of Gluskin Sheff, and unanimously recommends that Gluskin Sheff shareholders vote in favour of the transaction. Blair Franklin Capital Partners Inc. (unrelated to the Funds managed by Gluskin Sheff), acting as financial advisor to the Gluskin Sheff Board, has provided the Gluskin SheffBoard with its opinion (as it relates to those not rolling-over their shares as described below) that the consideration under the transaction is fair, from a financial point of view, to such Gluskin Sheffshareholders. Each of the directors and executive officers of Gluskin Sheff have entered into voting support agreements pursuant to which each has committed to vote in favour of the transaction.

Additional Transaction Details

Certain members of senior management of Gluskin Sheff have agreed to roll-over a significant portion of their Gluskin Sheff shares into Onex subordinate voting shares. The number of Gluskin Sheff shares expected to roll-over is approximately 7% of the Gluskin Sheff shares outstanding.

A special meeting of Gluskin Sheff shareholders to consider the proposed transaction is expected to be held on or before May 16, 2019. The transaction requires the approval of at least 66⅔% of the votes cast in person or by proxy at the meeting as well as the approval of a “majority of the minority” of votes cast by shareholders other than the individuals rolling-over their shares. Until closing, Gluskin Sheff is entitled to pay its regular quarterly cash dividend consistent with its dividend policy and past practice in an amount not exceeding C$0.25 per share.

The definitive transaction agreement is subject to customary non-solicitation provisions, including Gluskin Sheff’s right to consider and accept superior proposals, subject to a right to match in favour of Onex. A termination fee of C$13.3 million will be payable by Gluskin Sheff to Onexshould the transaction not close in certain circumstances, including if the transaction is not completed as a result of a superior proposal.Further information regarding the transaction will be included in Gluskin Sheff’s management information circular, which will be mailed to Gluskin Sheff shareholders in due course. Copies of the transaction agreement and the management information circular will be available on the SEDAR website at www.sedar.com.

About Onex

Onex is one of the oldest and most successful private equity firms. Through its Onex Partners and ONCAP private equity funds, Onex acquires and builds high-quality businesses in partnership with talented management teams. At Onex Credit, Onex manages and invests in leveraged loans, collateralized loan obligations and other credit securities. Onex has $31 billion of assets under management, including $6.4 billion of Onex proprietary capital, in private equity and credit securities. With offices in Toronto, New York, New Jersey and London, Onex and the team are collectively the largest investors across Onex’ platforms.

Onex’ businesses have assets of $51 billion, generate annual revenues of $32 billion and employ approximately 217,000 people worldwide. Onex shares trade on the Toronto Stock Exchange under the stock symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedar.com.

About Gluskin Sheff

Gluskin Sheff is one of Canada’s pre-eminent wealth management firms. Founded in 1984 and serving high net worth private clients and institutional investors, the company is dedicated to meeting clients’ needs by delivering strong risk-adjusted returns together with the highest level of personalized client service. The company’s common shares are listed on the Toronto Stock Exchange under the symbol GS.

For more information about the company, please visit www.gluskinsheff.com.

Forward-Looking Statements

This news release contains forward-looking statements about the proposed acquisition by Onex of Gluskin Sheff. Specific forward-looking statements include statements with respect to certain strategic benefits; the timing of the Gluskin Sheff shareholder meeting and publication of related materials; and the expected completion date of the proposed transaction. There can be no assurance that the proposed transaction will occur or that the anticipated strategic benefits will be realized. The proposed transaction is subject to shareholder and court approvals and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on Onex and Gluskin Sheff management’s current expectations as of the date of this news release. Onex and Gluskin Sheff disclaim any obligation to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

For further information:OnexEmilie BlouinDirector, Investor RelationsTel: +1 416.362.7711Gluskin SheffDavid R. MorrisChief Financial Officer and SecretaryTel: +1 416.681.6036

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Ardian arranges a Unitranche financing to support the acquisition of Cyrus Group by its management and employees

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Ardian

Paris, 28 March 2018 – Ardian, a world-leading private investment house, announced today that it has provided a Unitranche financing to support the management of Cyrus Group, led by Meyer Azogui, and its employees in their acquisition of the Group’s entire capital.

The Unitranche financing arranged by Ardian will give Cyrus’ management and employees the financial resources to acquire the minority stake held in the Group by BlackFin Capital Partners, a firm which supported Cyrus in 2012 to accelerate its growth strategy. The transaction increases the stake of Cyrus’ managers and employees, making them the sole shareholders. Beyond the reorganization of the shareholding, the financing also includes an additional committed debt facility to further support the Group’s acquisition strategy.

Founded in 1989, Cyrus is one of the leading independent wealth management advisory firms in France, with €3.4 billion in assets under management. Cyrus specialises in wealth strategy and investment consulting, with its key expertise lying in private wealth management. Since 2010, the Group operates an asset management business (Invest AM) and a property consulting business (Eternam), which have helped upscale assets under management. Cyrus has a workforce of 175, including 60 financial advisors, with 13 offices in France and one in Israel.

Since its inception, the Group has been majority-owned by its employees, due to its management’s desire to share value creation amongst employees.
Guillaume Chinardet, Head of Private Debt France at Ardian, said: “We were impressed by Cyrus Group’s track record and the reputation and professionalism of its teams. With a view to a long-term partnership, we are pleased to be able to support Meyer Azogui and the company’s management in its ambitious growth strategy.”

Meyer Azogui, CEO of Cyrus Group, added: “As a major player in wealth management, we want to continue to grow without losing the values which characterise us and which are part of our culture. We support human accomplishment before managing the fruits of this success. With Ardian, we will be able to accelerate our growth while respecting this human dimension.”

ABOUT CYRUS GROUP

Founded in 1989, Cyrus Group is one of the leading independent wealth management advisory firms in France, with €3.4 billion financial assets under management. Structured around 3 complementary business lines (portfolio management, real estate and asset management) across 14 sites, Cyrus Group offers its high-end customer base of entrepreneurs, executives and wealthy families with wealth management consulting services and financial and real estate investment solutions to suit their needs. The company has a workforce of 175, including 60 asset consultants.
www.cyrusconseil.fr
Follow Cyrus on Twitter @CyrusConseil
Facebook and LinkedIn

 

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$67bn managed or advised in Europe, North America and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.
Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world.

Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 490 employees working from thirteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), North America (New York, San Francisco) and Asia (Beijing, Singapore, Tokyo). It manages funds on behalf of c.700 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.

Follow Ardian on Twitter @Ardian

www.ardian.com

 

LIST OF PARTIES INVOLVED

Ardian Private Debt: Guillaume Chinardet, Gregory Pernot, Gabrielle Philip.
Financing legal advisers (Ardian): Willkie Farr & Gallagher – Paul Lombard, Ralph Unger.
Financial advisers (Cyrus): Cambon Partners – David Salabi, Guillaume Eymar, Vincent Ruffat.
Legal advisers (Cyrus): Jeausserand Audouard – Jérémie Jeausserand, Erwan Bordet, Eléonore Gaulier, Pascal Gour.

PRESS CONTACTS

ARDIAN

Headland
TOM JAMES

tjames@headlandconsultancy.com
Tel: +44 207 3675 240

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