Lorne Park Capital Partners Inc. Signs a Definitive Agreement to Acquire Adaptive Asset Management Ltd.
Toronto, Ontario--(Newsfile Corp. - July 30, 2018) - Lorne Park Capital Partners Inc. (TSXV: LPC) ("LPCP") announced that it has signed a share purchase agreement ("SPA") to purchase all of the outstanding securities of Adaptive Asset Management Ltd. ("Adaptive"), an independent portfolio manager based in Toronto (the "Transaction").
Adaptive provides investment management services for individuals and institutions in Ontario, using a proprietary tactical allocation process to build and maintain core portfolios using ETFs to provide multi-asset class exposure. Adaptive also manages fixed income portfolios for institutional clients. As of June 30, 2018, Adaptive had approximately $130 million in assets under management.
"We are confident that we have found a new partner in Adaptive that shares similar perspectives on investment management and a commitment to delivering tailored investment solutions," commented Robert Sewell, Chief Executive Officer of LPCP and Bellwether Investment Management Inc. ("Bellwether"), its operating subsidiary.
"Being part of Bellwether enhances our scale within the investment management industry and will allow us to more effectively build on our investment solutions. In addition, the resources available to us as part of Bellwether's team will benefit our clients," said Rob Jackson, President of Adaptive.
"The addition of the Adaptive team to our office in downtown Toronto will allow us to better serve all of our clients," said Steve Meehan, Chairman of LPCP and Bellwether.
The SPA provides that LPCP will acquire all of the shares of the parent company of Adaptive in exchange for consideration of $350,000, to be paid by LPCP as follows: 500,000 common shares of LPCP, issued at a deemed issue price of $0.40 per common share upon closing; and $75,000 in cash on each of the first and second anniversaries of closing, in each case subject to adjustment as provided in the SPA.
The Transaction is expected to close shortly after satisfaction of customary closing conditions, including receipt of the approval of the TSX Venture Exchange ("TSXV") and applicable securities regulatory authorities. On or after closing, LPCP expects that Adaptive will transfer to Bellwether all assets, business, and undertaking associated with its portfolio management business, and will cease to perform registrable activities. Bellwether will continue Adaptive's business as a separate operating division under the name "Adaptive Investment Management". Thereafter, Adaptive Asset Management Ltd., the corporation that currently runs Adaptive's business, will be dissolved.
The Transaction is at arm's length and does not represent a reverse takeover of LPCP nor a fundamental acquisition under TSXV policies and no change of control of LPCP will result from the Transaction.
About Lorne Park Capital Partners Inc.
LPCP was created to bring together boutique investment management and wealth advisory firms in order to deliver robust, cost effective investment solutions to affluent investors, foundations, estates and trusts. LPCP's unique strategy creates better alignment between investment managers and wealth advisors while providing them with additional resources to accelerate their growth.
About Bellwether Investment Management Inc.
Bellwether is a boutique investment manager that offers tailored investment solutions for affluent investors, foundations, estates and trusts utilizing its proprietary "Disciplined Dividend Growth" Investment Process. Bellwether provides discretionary investment management focused on North American Dividend Growth investing and is dedicated to serving the distinct needs of affluent families. Bellwether's suite of investment solutions includes Canadian, US and global equity and fixed income strategies. Bellwether is a subsidiary of LPCP, and is registered a portfolio manager in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Prince Edward Island, Quebec and Saskatchewan, an exempt market dealer in Alberta, British Columbia, Nova Scotia, Ontario, Prince Edward Island, and Quebec, and an investment fund manager in Ontario and Quebec.
About Adaptive Asset Management Ltd.
Adaptive is a Toronto-based investment management firm specializing in innovative, systematic portfolio strategies for individual and institutional clients. Adaptive also provides institutional fixed income expertise. Client accounts are managed on a separate-managed basis, in which each client account is modeled and managed according to the client's risk profile and investment objectives. Adaptive is registered as a portfolio manager in Ontario.
For further information, please contact:
Chief Executive Officer
Lorne Park Capital Partners Inc.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", "plan", and other similar expressions. Forward looking information in this news release includes, without limitation, the terms, timing, and completion of the Transaction; the wind-up and dissolution of Adaptive Asset Management Ltd., LPCP's objectives, goals and future plans. Forward-looking information addresses possible future events, conditions and financial performance based upon management's current expectations, estimates, projections and assumptions. In particular, the forward-looking information contained in this news release reflects assumptions about the timing and results of negotiations, due diligence, and regulatory approvals. Management of LPCP considers the assumptions on which the forward-looking information contained herein are based to be reasonable. However, by its very nature, forward-looking information inherently involves known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such information. Such risks include, without limitation, discovery of, or failure to discover, material issues during due diligence; the failure to agree on the final terms of definitive agreement; breach of contract; failure to obtain regulatory approval; and changes in economic conditions, applicable laws or regulations. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. LPCP disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
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