Guardian Capital Group Limited Announces Completion of Take-Private Transaction by Desjardins

Executive Summary

• Guardian Capital Group Limited completed its acquisition by Desjardins Global Asset Management Inc. (DGAM) in a C$1.67 billion cash transaction at C$68.00 per share.
• The combined entity now oversees approximately C$280 billion in assets under management and advisement, significantly expanding scale and product offerings.
• Post‑closing, Guardian’s board was reduced to four directors with three new appointments; the company will be delisted from the TSX and cease reporting as a Canadian issuer.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Ontario Business Corporations Act. DGAM acquired all issued and outstanding Common and Class A shares of Guardian for cash consideration of C$68.00 per share.
• Purchase Price & Valuation: Total equity value ≈ C$1.67 billion (C$68.00 × total Guardian shares).
• Combined AUM: Approximately C$280 billion in assets under management and advisement after the transaction.
• Leadership Change: Effective closing, George Mavroudis, President & CEO of Guardian, became President & CEO of DGAM.
• Board Changes:
• Resignations: James Anas, Petros Christodoulou, Marilyn De Mara, Harold W. Hillier, George Mavroudis, Edward T. McDermott, Barry J. Myers.
• Remaining Director: A. Michael Christodoulou.
• New Directors Appointed: Marie‑Andrée Alain, Alexandre Guertin, Sébastien Vallée (board size reduced to four).
• Shareholder Actions: Guardians shareholders instructed to submit transmittal letters and share certificates to Computershare; delisting from TSX expected shortly after closing.
• Rollover Shares & Minic Transaction:
• Minic Investments Ltd. held ~24.86 % of Guardian shares pre‑closing.
• Sold its Guardian shares to DGAM for cash proceeds of C$353,329,020 and DGAM shares valued at C$62,000,020 (implied C$68.00 per share).
• Minic became a shareholder of DGAM; no longer holds Guardian shares.
• Early Warning Filings: DGAM and Minic to file early‑warning reports under NI 62‑104/62‑103.
• Regulatory Status: Guardian applied to cease being a reporting issuer in each Canadian province; securities filings available on SEDAR+.

Notable Quotes

• “Today marks a major milestone for Desjardins… It positions us for sustainable, long‑term growth while bringing in a team that fits our culture and ambition.” – Denis Dubois, President & CEO, Desjardins Group.
• “This moment marks the beginning of an exciting new chapter… By combining our businesses, we are better positioned than ever to build a global asset management platform…” – George Mavroudis, President & CEO, Guardian (now DGAM).