Canadian asset manager Fiera Capital Corp. agreed to acquire Integrated Asset Management Corp. for a total consideration of C$74 million.
The total consideration represents Integrated Asset Management's enterprise value of C$64 million and C$10 million of adjusted cash on hand, according to the news release. The total consideration will consist of C$55.5 million in cash and C$18.5 million in Fiera Capital class A subordinate voting shares.
For each share held, Integrated Asset Management shareholders may opt to receive C$2.576 in cash; a number of Fiera Capital shares equal to C$2.576 divided by the five-day volume-weighted average trading price, or VWAP, of Fiera Capital shares on the Toronto Stock Exchange; or C$1.932 in cash and a number of Fiera Capital shares equal to 64.4 Canadian cents divided by the five-day VWAP.
Integrated Asset Management shareholders will also receive 1 contingent value right, or CVR, for each share held. The CVRs represent the contingent right of their holders to receive their prorata portion of the aggregate cash payments from Fiera Capital, which are based on incentives.
Furthermore, if Integrated Asset Management's adjusted cash balance exceeds C$10 million, the company will be entitled to declare and pay the excess amount as a special dividend to its shareholders.
The deal, which will add more than C$3 billion in assets under management and committed capital, is expected to be accretive to Fiera Capital's 2019 earnings per share and adjusted EPS.
Aside from approvals from regulators and Integrated Asset Management shareholders, the deal is also subject to court approval.
The deal is expected to close in the second quarter. It has a termination fee of C$2.5 million, which will be paid by Integrated Asset Management to Fiera Capital under certain circumstances.