~Acquisition will result in ownership of 100% of Langhaus~
TORONTO, March 19, 2024 /CNW/ - Montfort Capital Corp. ("Montfort" or the "Company") (TSXV: MONT) (OTCQB: MONTF), a trusted provider of focused private credit strategies for institutional investors, family offices, and wealth managers, is pleased to announce it has entered into definitive agreements to acquire (the "Acquisition") the remaining 21.98% issued and outstanding share capital (the "Target Shares") of Langhaus Financial Partners Inc. ("Langhaus"). Langhaus achieved its financial target for assets under management ("AUM"), which has allowed Montfort to exercise its call option to acquire the Target Shares under the Langhaus shareholders' agreement, as amended and restated on October 2, 2022 (the "SHA").
Montfort Capital Corp. Logo (CNW Group/Montfort Capital Corp.)
Details of the Acquisition
In accordance with the SHA between Montfort, Langhaus, Godsoe Financial Capital Limited ("GFC") and John Harris ("Harris"), Montfort has the option to exercise a call notice to acquire the Target Shares upon Langhaus' assets under management reaching $120,000,000 (the "AuM Target"). Montfort is pleased to announce that Langhaus has achieved the AuM Target and it has decided to exercise its call option to acquire 1,598 Target Shares from GFC and 1,333 Target Shares from Harris at a deemed price of $900.09 per Target Share. As consideration for the acquisition of the Target Shares and in accordance with the terms of the SHA, Montfort will issue a total of 5,276,326 common shares (the "Consideration Shares") at a deemed price of $0.50 per Consideration Share. The Acquisition will close within two (2) Business Days following approval thereof by the TSX Venture Exchange. All Consideration Shares issued in connection with the Acquisition will be subject to a restricted period ending on the date that is four months plus one day following the date of their issuance.
"Langhaus' expanding insurance lending business will contribute to Montfort's overall growth in 2024," said Ken Thomson, Chief Executive Officer of Montfort Capital. "The Langhaus team has achieved impressive AUM growth while maintaining its focus on providing flexible and tailored solutions to high-net-worth clients and entrepreneurs. As Canada's leading independent provider of insurance policy-backed loans, Langhaus is well-positioned to increase its market share in this attractive lending segment. Langhaus delivered a record month of new loan originations in December 2023 and recently increased its funding capacity by $50 million through a new credit facility with a Canadian Schedule 1 Bank."
Related Party Participation
Montfort's acquisition of Target Shares from GFC is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") as GFC is controlled by Michael Godsoe, a director and officer of Langhaus. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) in respect of the acquisition of GFC's Target Shares as no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets and the fair market value (as determined under MI 61-101) of the Consideration Shares being issued to GFC is below 25% of the Company's market capitalization (as determined in accordance with MI 61-101).
About Langhaus Financial
Langhaus is the leading non-bank provider of insurance policy-backed lending solutions to high-net-worth individuals and entrepreneurs throughout Canada. Working cooperatively with Canada's major insurance companies and top advisers, the Langhaus team designs flexible lending programs in a way that best meets the needs of borrowers, with an expertise in structured finance transactions and complex borrower structures that fall outside the typical purview of Canadian banks. For more information visit: www.langhausfinancial.com.
About Montfort Capital Corp.
Montfort is a trusted provider of focused private credit strategies for institutional investors, family offices, and wealth managers. We employ focused strategies, experienced management teams and advanced technology to drive superior risk-adjusted investment returns. For further information, please visit www.montfortcapital.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Information
Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements normally contain words like 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing' and similar expressions, and within this news release include any statements (express or implied) respecting the future growth of the Company and the Company's future financial performance.
Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable and appropriate in the circumstances, including, without limitation, the assumption that the Company and its investee companies are able to meet their respective future objectives and priorities and assumptions concerning general economic growth and the absence of unforeseen changes in the legislative and regulatory framework for the Company and Exchange approval of the Acquisition.
Although management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Montfort's business. Material risks and uncertainties applicable to the forward-looking statements set out herein include but are not limited to: intense competition in all aspects of business; reliance on limited management resources; general economic risks; new laws and regulations and risk of litigation; and Exchange acceptance and the completion of the Acquisition. Although Montfort has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of Montfort. Accordingly, readers should not place undue reliance on forward-looking statements. Montfort undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.
