RF gets court, bureau approval for sale to iA Financial

Executive Summary

• Ontario Superior Court of Justice approved RF Capital’s plan of arrangement for iA Financial Corp.’s acquisition of all common shares at $20.00 per share and Series B preferred shares at $25.00 per share plus accrued dividends.
• Competition Bureau issued a no‑action letter, clearing the transaction from antitrust concerns.
• Closing is expected in Q4 2025 pending remaining regulatory approvals and customary closing conditions.

Key Details

• Transaction Structure: Plan of arrangement whereby iA Financial Corp. Inc. will acquire (i) 100% of RF Capital’s issued and outstanding common shares for cash at $20.00 per share; (ii) 100% of the issued and outstanding cumulative five‑year rate reset Series B preferred shares for cash at $25.00 per share plus all accrued and unpaid dividends as of the effective date.
• Additional Preferred Share Consideration: If the effective date occurs before March 31, 2026, holders will receive an extra cash amount equal to dividends that would have been payable from the effective date through March 31, 2026, assuming the shares remained outstanding.
• Shareholder Approval: Holders of both common and Series B preferred shares voted in favour of the arrangement.
• Regulatory Clearance: Received a no‑action letter from the Competition Bureau confirming antitrust clearance.
• Closing Timeline: Expected to be completed during the fourth quarter of 2025, subject to receipt of other regulatory approvals and satisfaction or waiver of customary closing conditions.
• Reference Documents: Details are set out in the management information circular dated Aug. 21, 2025, and a prior news release dated July 28, 2025, both available on RF Capital’s SEDAR+ profile.

Notable Quotes

(No direct quotes were provided in the release.)