ROHSTOFF INTERNATIONAL

13:04 | 11.02.2011
VenGrowth Special Committee Appoints Financial and Legal Advisors

TORONTO, ONTARIO–(Marketwire – Feb. 11, 2011) – As announced in early January 2011, a Special Committee comprised of independent Board members of the VenGrowth Funds was created to conduct an orderly process to review and evaluate strategic options to improve shareholder value and shareholder liquidity. The Special Committee announced today that it has retained Crosbie & Company as its independent financial advisor.

The Special Committee reviewed proposals from seven financial advisors, of which they short-listed and interviewed four. Crosbie & Company was selected based on their extensive experience and credentials advising Boards on strategic options and executing transactions. Crosbie & Company is a specialty investment banking firm, who over their 25-year history have advised on hundreds of successful M&A, financing and fairness opinion assignments. They are well versed in providing strategic, valuation and transaction related advice to shareholder groups and public company Boards of Directors. In addition, Crosbie has acted as a portfolio manager, owner and advisor to the venture capital and investment fund sector, which included labour sponsored fund experience.

The Special Committee has also retained McMillan LLP as independent legal counsel to assist in the evaluation of proposals, due diligence and negotiations.

The Special Committee and Financial Advisor are working on evaluating alternatives designed to enhance shareholder value, provide liquidity options for shareholders, improve the ability to provide follow-on funding to portfolio companies and lower management expense ratios.

Should a transaction be considered the best course, then interested parties will be asked to provide a proposal and to execute a mutual confidentiality agreement. It is a detailed undertaking to evaluate all of the factors that can impact long-term shareholder value. There are many factors to consider, particularly if a transaction contemplates a merger with other labour sponsored investment funds, such as:

— the liquidity of the merger partner;
— the valuations and return potential of the merger partner’s portfolio;
— the merger partner’s track record for creating shareholder value;
— the expected ongoing management fee structure and management expense
ratio; and,
— how the merger partner intends to finance any liquidity proposed for
VenGrowth shareholders.

The Special Committee is confident that through open and fair competition, within which all alternatives are subject to a comprehensive and objective review, the best outcome for shareholders will be achieved.


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