WESTBRIDGE ANNOUNCES INTENT TO ACQUIRE CFF BANK
(Not for Distribution in the United States Newswire Services or for Dissemination in the United States)
OTTAWA, August 31, 2015 / - Westbridge Structured Mortgage Credit Corp. (“Westbridge”, or the “Company”), an Ottawa-based mortgage lender announces its bid for CFF Bank, a small Oakville-based chartered bank. This strategic investment will enhance both entities’ competitive positions, further their market expansion plans while providing adequate capital for the Bank to meet and exceed regulatory capital requirements.
Westbridge’s investment envisions a differentiated lending strategy that focuses on under-served segments in commercial and residential mortgage lending space, in keeping with the Company’s executives’ heritage and background. The company will bring a renewed focus on loan-pricing, risk management and solid traditional credit underwriting policies and practices. The Company’s team includes several individuals who have set up, operated and managed deposit-taking financial institutions before and who are very familiar with regulatory requirements and approval processes.
The offer being presented to the Bank’s Board of Directors today includes a $12 million initial capital injection and would see existing shareholders maintain a majority stake in the bank. It is a proposal that ensures the Bank meets its regulatory requirements, remains in operation and rewards its shareholders, debenture holders and employees over the proposed investment horizon. The 2-year turnaround plan to be implemented by the Westbridge Executive team will enhance value far beyond the current alternatives available to the Bank’s current shareholders.
Creating compelling new value for borrowers neglected by the larger lenders.
"I do believe this to be the sort of transformational partnership that significantly alters CFF Bank’s prospects by taking the Bank back to the basics through the addition of depth, scale and intensity to the Bank’s business model and through a shift in focus back to profitable and sustainable lending growth,” said JD Diabira, Chief Executive Officer of Westbridge. “What we are offering CFF Bank’s shareholders is a truly compelling blueprint for further growth in earnings. Our business model is based on a sustainable market and product expansion, an unrivalled customer-centric execution and high-quality risk management. Our value proposition takes into account the requirements of shareholders, debenture holders, regulatory agencies as well as that of the current CFF Centres.”
When asked about the competing bid from Home Trust, Mr. James Clayton, the Chairman of Westbridge responded “Our proposed investment is designed to help avoid a lengthy proxy battle that may erode the Bank’s capital base and shareholder value. It is in shareholders’ best interest that the Board of Directors gives serious consideration to it. Ours provides both a higher valuation and superior returns in the coming years. We believe the CFF shareholders will respond favourably."
Westbridge is a federally-incorporated Ottawa-based and FSCO-regulated mortgage lender organized to originate, hold, trade and securitize commercial and single-family residential loans in major markets across Canada.
MAESTRO CAPITAL CORPORATION ANNOUNCES QUALIFYING TRANSACTION TO WESTBRIDGE STRUCTURED MORTGAGE CORP.
FOR IMMEDIATE RELEASE TSX Venture Exchange Symbol: MCP.P
(Not for Distribution to the United States Newswire Services or for Dissemination in the United States)
August 25, 2015 – Ottawa, Ontario. Maestro Capital Corporation (“Maestro” or the “Corporation”) (TSXV: MCP.P), a Capital Pool Company (“CPC”), is pleased to announce that it has entered into a letter of intent dated August 24, 2015 pursuant to which it intends to acquire Westbridge Structured Mortgage Corp. (“Westbridge”), a private company based in Ottawa, Ontario (the “Proposed Transaction”). Westbridge is a federally incorporated business that operates a mortgage fund organized to originate, hold, securitize and trade commercial and single family residential loans in major and secondary markets across Canada.
In conjunction with the Proposed Transaction, Maestro intends to (i) acquire all of the issued and outstanding securities of Westbridge by way of a securities exchange or other transaction that will have the same effect, in exchange for common shares of Maestro for a total price of approximately $1,250,000 in the aggregate; and (ii) complete a private placement of not less than C$10,000,000 (the “Private Placement”).
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of a definitive agreement, receipt of all applicable consents to and approvals of the Proposed Transaction including approval of the TSX Venture Exchange (“TSXV”), approval of the respective boards of the directors of Maestro and Westbridge, and any applicable shareholder approvals necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
The Proposed Transaction is expected to constitute Maestro’s Qualifying Transaction as defined in Policy 2.4 of the TSXV Corporate Finance Manual and is subject to compliance with all necessary regulatory approvals and certain other terms and conditions. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV.
The common shares of Maestro are halted and will remain halted pending the issuance of a comprehensive news release of the details of the Proposed Transaction and the submission of certain documents to the TSXV. Investors are cautioned that, except as disclosed in the management information circular or filing statement of Maestro to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
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 press release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements.
The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of the Corporation or Westbridge.
For more information, please contact:
Sean Caulfeild, Chief Executive Officer
Maestro Capital Corporation
T: (613) 592.5752