Click here to close now.


News Feed Item

Matrix and Marquest Announce Proposed Business Combination

TORONTO, ONTARIO -- (Marketwire) -- 02/14/13 -- Matrix Asset Management Inc. (TSX:MTA) ("Matrix") and Marquest Asset Management Inc. ("Marquest") are pleased to announce they have signed a Letter of Intent to pursue a business combination (the "Transaction") which would result in significant benefits to both parties. Following the Transaction, the Board of Matrix and its senior management team will include representation from both organizations.

David Levi, CEO of Matrix, commented, "This merger is an ideal fit because our two organizations share so many common business activities. This presents a tremendous opportunity for us to realize significant synergies, attain greater scale and build on our strengths."

The Transaction

--  Under the proposed Transaction, privately-held Marquest will combine
    with Matrix by way of a share exchange. Marquest shareholders are
    expected to receive treasury common shares of Matrix totaling 35%(1) of
    Matrix's issued shares, post-closing, in exchange for all shares of
    Marquest. In addition, Marquest's capital markets business will be spun-
    off to Marquest's existing shareholders(2). 

--  Under the Letter of Intent, the parties have agreed to use their best
    efforts, on a timely basis, to negotiate and execute definitive
    documentation and take all steps necessary to close the Transaction.
    Closing, which is scheduled for March 22, 2013, is subject to customary
    closing conditions(3), including obtaining necessary shareholder, stock
    exchange and regulatory approvals. 

Andrew McKay, CEO of Marquest, commented, "We very much look forward to joining forces with Matrix, building on our combined business, and accessing new growth opportunities."

Summary of Expected Benefits

The proposed business combination is expected to yield the following benefits:

--  Additional substantial equity and working capital for the merged

--  Significant cost savings from rationalization and operating synergies, 

--  Larger scale, diversified asset management platform, 

--  A stronger combined management team, and 

--  Greater growth opportunities. 

Other Provisions

The Letter of Intent also provides for the following significant matters:

Break Fees - A $500,000 break fee will be payable by either party to the other if that party fails to perform its obligations to pursue completion of the Transaction, or, on or before March 22, 2013, completes an alternative transaction that results in non-completion of the Transaction. However, if the Transaction does not close because Matrix accepts and completes an alternative transaction under a continuing process it initiated prior to the Letter of Intent, and Marquest has in good faith performed its obligations under the Letter of Intent, then Matrix will be required to pay Marquest a larger $750,000 break fee.

Grandfathered Items - Performance fees from Marquest managed or advised funds prior to Closing and gains on sales of securities acquired as a result of Marquest's capital markets unit activities prior to Closing, will be grandfathered to the existing Marquest shareholders (the cumulative total of such amounts paid to the existing Marquest shareholders being the "Grandfathered Amount"). However, to potentially offset this, any performance fees, IPA dividends or carried interest earned from any investment funds managed or advised by Matrix prior to Closing will not be for the benefit of the existing Marquest shareholders, until the total of such amounts equals the Grandfathered Amount.

CORNERSTONE GROUP(TM) acted as Exclusive Agent to Matrix on this Transaction.

Important Notes:

(1) The 35% figure is based on Marquest shareholders tendering all of Marquest's issued and outstanding shares/equity interest. It will be a lesser prorated percentage if less than all such Marquest shares are tendered at Closing.

(2) Marquest conducts an exempt market dealer, capital markets business which assists issuers in raising capital. This unit will be spun-off to the existing Marquest shareholders. Marquest, as a subsidiary of Matrix, will have a 20% minority, participating interest in this unit, commencing 2.5 years after Closing. This spun-off capital markets unit will operate independently of Matrix.

(3) Closing of the Transaction is subject to satisfaction or waiver of conditions agreed to by the parties. It is unknown at this time if these conditions will be satisfied or waived.

About Matrix

Matrix Asset Management Inc. (TSX:MTA) is a diversified asset and wealth management company, with approximately $1.1 billion in assets under management and offices across Canada. Matrix's mission is to provide a diverse array of investment choices and the best possible investment management service to Canadian investors and institutions. Matrix delivers its services through three main operating subsidiaries serving institutional, high net worth and retail investors.

About Marquest

Marquest Asset Management Inc. is a private Canadian investment management firm incorporated in 1986 that offers a diverse range of investment products covering a variety of equity and fixed-income products. Marquest has $200 million in assets under management, advisory or administration.

Forward-looking statements: Certain statements in this press release are forward-looking statements. Forward-looking statements are based on beliefs and assumptions at the time the statements are made, including beliefs and assumptions about successful integration of acquired operations and the availability of potential growth or acquisition opportunities. While management considers these beliefs and assumptions to be reasonable based on information currently available to it, they are subject to numerous risks and uncertainties and no assurance can be given that such beliefs and assumptions will prove to be correct. Accordingly, actual results may differ significantly from those expressed or implied by forward-looking statements due to many factors including, but not limited to, risks associated with completing acquisitions and successfully integrating acquired operations. Many of these risks are beyond the control of Matrix. Other than as specifically required by law, Matrix undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements are made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results or otherwise.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"eFolder does a lot of different things but we protect data and we are focused on protecting data no matter where it resides," explained Carlo Tapia, Product Marketing Manager at eFolder, in this interview at Cloud Expo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Cloud computing is unquestionably one of the driving forces of DevOps, as the automation of operations transforms enterprise software development. DevOps, however, is more than a technology trend, as it represents a move toward silo-busting, self-organizing horizontal teams that drive business velocity. At the same time, enterprise Digital Transformation represents an upheaval across the enterprise, as customer preferences and behavior drive enterprise technology decisions. This transformation ...
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
Most of the IoT Gateway scenarios involve collecting data from machines/processing and pushing data upstream to cloud for further analytics. The gateway hardware varies from Raspberry Pi to Industrial PCs. The document states the process of allowing deploying polyglot data pipelining software with the clear notion of supporting immutability. In his session at @ThingsExpo, Shashank Jain, a development architect for SAP Labs, discussed the objective, which is to automate the IoT deployment proces...
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, rich desktop and tuned mobile experiences can now be created with a single codebase – without compromising functionality, performance or usability. In his session at DevOps Su...
In demand-intensive mobile and web applications, an emerging pattern is to host the Systems of Engagement in the cloud (for maximum responsiveness) but keep the Systems of Record with the other important business systems in the company datacenter, often on a tightly secured mainframe. But what about the space in between? In this IBM Redpaper publication, we show that the IBM Bluemix cloud platform offers technologies that make it easy for cloud-based SoEs to securely connect to on-premises IBM...
As organizations realize the scope of the Internet of Things, gaining key insights from Big Data, through the use of advanced analytics, becomes crucial. However, IoT also creates the need for petabyte scale storage of data from millions of devices. A new type of Storage is required which seamlessly integrates robust data analytics with massive scale. These storage systems will act as “smart systems” provide in-place analytics that speed discovery and enable businesses to quickly derive meaningf...
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
OpsHub, Inc. has announced enhanced support for DevOps and Migration for both Team Foundation Server and Visual Studio On-line in a heterogeneous environment. With added support for build and release entities in OpsHub Integration Manager (OIM) Microsoft customers can now leverage Visual Studio build and release services to manage DevOps processes in a heterogeneous environment. With the enhanced support customers can manage the DevOps process in Team Foundation Server while undertaking activit...
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
SYS-CON Events announced today that Catchpoint, a global leader in monitoring, and testing the performance of online applications, has been named "Silver Sponsor" of DevOps Summit New York, which will take place on June 7-9, 2016 at the Javits Center in New York City. Catchpoint radically transforms the way businesses manage, monitor, and test the performance of online applications. Truly understand and improve user experience with clear visibility into complex, distributed online systems.Founde...
With all the incredible momentum behind the Internet of Things (IoT) industry, it is easy to forget that not a single CEO wakes up and wonders if “my IoT is broken.” What they wonder is if they are making the right decisions to do all they can to increase revenue, decrease costs, and improve customer experience – effectively the same challenges they have always had in growing their business. The exciting thing about the IoT industry is now these decisions can be better, faster, and smarter. Now ...
In recent years, at least 40% of companies using cloud applications have experienced data loss. One of the best prevention against cloud data loss is backing up your cloud data. In his General Session at 17th Cloud Expo, Sam McIntyre, Partner Enablement Specialist at eFolder, presented how organizations can use eFolder Cloudfinder to automate backups of cloud application data. He also demonstrated how easy it is to search and restore cloud application data using Cloudfinder.