|By Marketwired .||
|February 13, 2013 08:30 PM EST||
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."
-- 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 business, -- Significant cost savings from rationalization and operating synergies, -- Larger scale, diversified asset management platform, -- A stronger combined management team, and -- Greater growth opportunities.
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.
(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.
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.
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.
A critical component of any IoT project is what to do with all the data being generated. This data needs to be captured, processed, structured, and stored in a way to facilitate different kinds of queries. Traditional data warehouse and analytical systems are mature technologies that can be used to handle certain kinds of queries, but they are not always well suited to many problems, particularly when there is a need for real-time insights.
Jul. 25, 2016 06:15 PM EDT Reads: 1,716
UpGuard has become a member of the Center for Internet Security (CIS), and will continue to help businesses expand visibility into their cyber risk by providing hardening benchmarks to all customers. By incorporating these benchmarks, UpGuard's CSTAR solution builds on its lead in providing the most complete assessment of both internal and external cyber risk. CIS benchmarks are a widely accepted set of hardening guidelines that have been publicly available for years. Numerous solutions exist t...
Jul. 25, 2016 06:15 PM EDT Reads: 396
We're entering the post-smartphone era, where wearable gadgets from watches and fitness bands to glasses and health aids will power the next technological revolution. With mass adoption of wearable devices comes a new data ecosystem that must be protected. Wearables open new pathways that facilitate the tracking, sharing and storing of consumers’ personal health, location and daily activity data. Consumers have some idea of the data these devices capture, but most don’t realize how revealing and...
Jul. 25, 2016 06:00 PM EDT Reads: 2,070
"Software-defined storage is a big problem in this industry because so many people have different definitions as they see fit to use it," stated Peter McCallum, VP of Datacenter Solutions at FalconStor Software, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 25, 2016 06:00 PM EDT Reads: 1,407
Unless your company can spend a lot of money on new technology, re-engineering your environment and hiring a comprehensive cybersecurity team, you will most likely move to the cloud or seek external service partnerships. In his session at 18th Cloud Expo, Darren Guccione, CEO of Keeper Security, revealed what you need to know when it comes to encryption in the cloud.
Jul. 25, 2016 06:00 PM EDT Reads: 2,392
Actian Corporation has announced the latest version of the Actian Vector in Hadoop (VectorH) database, generally available at the end of July. VectorH is based on the same query engine that powers Actian Vector, which recently doubled the TPC-H benchmark record for non-clustered systems at the 3000GB scale factor (see tpc.org/3323). The ability to easily ingest information from different data sources and rapidly develop queries to make better business decisions is becoming increasingly importan...
Jul. 25, 2016 05:30 PM EDT Reads: 736
StackIQ has announced the release of Stacki 3.2. Stacki is an easy-to-use Linux server provisioning tool. Stacki 3.2 delivers new capabilities that simplify the automation and integration of site-specific requirements. StackIQ is the commercial entity behind this open source bare metal provisioning tool. Since the release of Stacki in June of 2015, the Stacki core team has been focused on making the Community Edition meet the needs of members of the community, adding features and value, while ...
Jul. 25, 2016 04:38 PM EDT Reads: 157
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...
Jul. 25, 2016 04:00 PM EDT Reads: 993
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
Jul. 25, 2016 03:45 PM EDT Reads: 943
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Jul. 25, 2016 03:30 PM EDT Reads: 1,685
Ixia (Nasdaq: XXIA) has announced that NoviFlow Inc.has deployed IxNetwork® to validate the company’s designs and accelerate the delivery of its proven, reliable products. Based in Montréal, NoviFlow Inc. supports network carriers, hyperscale data center operators, and enterprises seeking greater network control and flexibility, network scalability, and the capacity to handle extremely large numbers of flows, while maintaining maximum network performance. To meet these requirements, NoviFlow in...
Jul. 25, 2016 03:15 PM EDT Reads: 417
"delaPlex is a software development company. We do team-based outsourcing development," explained Mark Rivers, COO and Co-founder of delaPlex Software, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 25, 2016 03:00 PM EDT Reads: 1,969
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, discussed the importance of WebRTC and how it enables companies to focus...
Jul. 25, 2016 02:45 PM EDT Reads: 859
The competitive landscape of the global cloud computing market in the healthcare industry is crowded due to the presence of a large number of players. The large number of participants has led to the fragmented nature of the market. Some of the major players operating in the global cloud computing market in the healthcare industry are Cisco Systems Inc., Carestream Health Inc., Carecloud Corp., AGFA Healthcare, IBM Corp., Cleardata Networks, Merge Healthcare Inc., Microsoft Corp., Intel Corp., an...
Jul. 25, 2016 02:30 PM EDT Reads: 866
Is your aging software platform suffering from technical debt while the market changes and demands new solutions at a faster clip? It’s a bold move, but you might consider walking away from your core platform and starting fresh. ReadyTalk did exactly that. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, will discuss why and how ReadyTalk diverted from healthy revenue and over a decade of audio conferencing product development to start an innovati...
Jul. 25, 2016 02:00 PM EDT Reads: 957