Private equity firm Onex Corp. agreed to pay approximately C$445 million in cash for the entire equity of Canadian wealth management firm Gluskin Sheff + Associates Inc.
The purchase price, which translates to C$14.25 per share, reflects a 28% premium to Gluskin Sheff's March 22 closing stock price and a 37% premium to its 60-day volume-weighted average price.
Under the deal, which was unanimously approved by Gluskin Sheff's board, certain members of the firm's senior management will roll over about 7% of the firm's outstanding shares into Onex subordinate voting shares.
The transaction contains non-solicitation provisions, including Gluskin Sheff's right to entertain and accept superior proposals, subject to a right to match in favor of Onex. Gluskin Sheff will pay Onex a termination fee of C$13.3 million if the deal is terminated as a result of a superior offer or in certain other scenarios.
The deal will be effected through a court-approved plan of arrangement. It is set to close in the first half, pending approvals from Gluskin Sheff shareholders, the court and regulators.
Gluskin Sheff shareholders are expected to vote on the transaction at a special meeting on or before May 16.
Gluskin Sheff's leadership team will remain intact, and the company will continue to operate under its brand. The company is entitled to pay a quarterly cash dividend of up to 25 Canadian cents per share until deal completion.
Blair Franklin Capital Partners Inc. is serving as financial adviser to Gluskin Sheff's board.