Pender Growth Fund and Pender Private Investments Inc. Announce Execution of Arrangement Agreement to Acquire Remaining PPI Legacy Shares

VANCOUVER, British Columbia, June 23, 2023 (GLOBE NEWSWIRE) -- Pender Growth Fund Inc. (“PGF”; TSXV: PTF) and Pender Private Investments Inc. (“PPI”) today announce that, further to their press release dated May 24, 2023, they have signed an arrangement agreement (the "Arrangement Agreement") pursuant to which PGF will acquire all Legacy Shares of PPI not currently owned by PGF (the “Proposed Transaction”).

The Proposed Transaction will be completed pursuant to a statutory plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia). PGF currently holds approximately 98% of the outstanding Legacy Shares of PPI. Pursuant to the terms of the Arrangement Agreement, PGF will acquire the remaining Legacy Shares at a cash purchase price of $6.8184 per Legacy Share (subject to adjustment as described below), which is equal to 100% of the Net Asset Value (“NAV”) of PPI’s portfolio as of six business days prior to the signing of the Arrangement Agreement, determined in accordance with past practice of the manager of PPI, PenderFund Capital Management Ltd. (the “Purchase Price”). The NAV will be re-calculated five business days before closing of the Proposed Transaction and the Purchase Price is subject to a maximum 5% adjustment depending on such calculation, such that the minimum Purchase Price will be $6.4775 and the maximum Purchase Price will be $7.1593.
The board of directors of PPI formed a special committee (the “Special Committee”), composed of independent directors, to consider and evaluate the terms of the Proposed Transaction. After receipt of an independent fairness opinion, the Special Committee determined that the Proposed Transaction was fair, from a financial point of view, to the shareholders of the Legacy Shares other than PGF (the "Minority Shareholders") and recommended that the Board of Directors approve the Proposed Transaction, with Maria Pacella, an officer of PenderFund Capital Management Ltd., abstaining from voting.

Completion of the Proposed Transaction remains subject to the approval of the British Columbia Supreme Court and approval of the Minority Shareholders by special resolution passed by two-thirds of the votes cast by Minority Shareholders present in person or represented by proxy at a special meeting of the Minority Shareholders called to consider the Proposed Transaction, which is anticipated to be held on or about August 9, 2023. Assuming satisfaction of all conditions precedent, it is anticipated the Proposed Transaction will complete in the second half of August 2023.