Power Corporation/Power Financial -- summary under Shares for Shares and Nominal Cash

Overview

PCC, whose subordinate voting common shares trade on the TSX, holds approximately 2/3 of the common shares of the Company, with the balance of those common shares trading on the TSX. In order to eliminate the holding company discount for this structure and to effectively privatize the Company (thereby reducing costs) it is proposed that each of the minority’s common shares be exchanged under a CBCA Plan of Arrangement for 1.05 subordinate voting common shares of PCC and $0.01 of cash. The exchanging shareholders will thereby receive, as an economic matter, an incremental 0.7% interest in the assets and liabilities of the Company they already own, plus a 36.7% interest in the non-Company assets of PCC.

Eligible (i.e., taxable) minority shareholders may provide an s. 85 election form to PCC within 120 days of the Arrangement in order to secure rollover treatment. The exchange is taxable for U.S. purposes.

See full summary under Mergers & Acquisitions - Mergers (mostly Plans of Arrangement) - Privatizations.