Lorne Park obtains non-objection from OSC to go private

Executive Summary

• Lorne Park Capital Partners Inc. received a non‑objection from the Ontario Securities Commission for its previously announced plan of arrangement with an affiliate of Sagard Private Equity Canada LP, targeting a cash purchase of all outstanding shares at $2.23 per share (≈ $126.8 million equity value).
• The transaction is expected to close by mid‑October 2025, subject to customary closing conditions.
• Bellwether Investment Management Inc., a Lorne Park subsidiary, settled OSC regulatory matters concerning its KYC and trading practices; the settlement includes new leadership appointments (Carlo Pannella as ultimate designated person & CEO, Alan Fustey as interim CCO).

Key Details

• Non‑objection: Ontario Securities Commission granted non‑objection to Lorne Park’s plan of arrangement announced earlier in 2025.
• Purchase Price: Cash consideration of $2.23 per share for all issued and outstanding shares, excluding certain rollover equity held by shareholders with rollover agreements.
• Equity Value: Approximate total equity value of the transaction is $126.8 million.
• Closing Timeline: Anticipated closing “as soon as reasonably practicable” and around mid‑October 2025, pending satisfaction of all closing conditions.
• Reference Materials: Full terms are detailed in Lorne Park’s Management Information Circular dated July 14, 2025, and accompanying letter of transmittal (available on the company website and SEDAR+).
• Shareholder Action Required: Un‑signed shareholders must complete and return the letter of transmittal with required share certificates or DRSA advice to receive cash consideration.
• Bellwether Settlement: Reached a final settlement with the OSC resolving deficiencies in its Know‑Your‑Client (KYC) processes and certain trading activity obligations.
• Leadership Changes at Bellwether:
• Carlo Pannella appointed as new Ultimate Designated Person and Chief Executive Officer.
• Alan Fustey appointed as interim Chief Compliance Officer.
• Settlement Documentation: Settlement agreement is publicly available on the OSC website.

Notable Quotes

“We are pleased to have resolved these matters and look forward to moving ahead with the support of Sagard,” said Robert Sewell, CEO of Lorne Park. “Important steps have been taken over the last few years to enhance the compliance system, and we are committed to continuing this progress.”