ECN Capital Obtains Final Court Approval for Proposed Acquisition by Investor Group Led by Warburg Pincus

Executive Summary

• ECN Capital Corp. received final court approval for its previously announced plan of arrangement, enabling a Warburg Pincus‑led investor group to acquire all outstanding equity and preferred securities.
• The acquisition was also approved by shareholders at the special meeting on January 20, 2026; closing is expected in the first half of 2026 pending customary regulatory approvals.
• The transaction will result in ECN Capital’s delisting from the Toronto Stock Exchange and transfer of ownership to the newly formed acquisition vehicle.

Key Details

• Final Order: Ontario Superior Court of Justice (Commercial List) issued a final order approving the Arrangement.
• Acquisition Vehicle: Newly formed entity controlled by an investor group led by funds managed by Warburg Pincus LLC.
• Securities Acquired: All issued and outstanding common shares, cumulative 5‑year minimum rate reset preferred shares (Series C), and mandatory convertible preferred shares (Series E).
• Shareholder Approval: Obtained at a special meeting on January 20, 2026.
• Closing Timeline: Expected in the first half of 2026, subject to customary conditions including regulatory approvals and any required waivers.
• Regulatory Conditions: Includes receipt of key regulatory approvals; failure could result in termination fees under the Arrangement Agreement.
• Management Information Circular: Details provided in a circular dated December 17, 2025 filed on SEDAR+.
• Potential Impacts: Anticipated delisting from TSX, treatment of preferred securities and debentures, possible termination fee, and material effect on ECN Capital’s financial position if the Arrangement does not close.

Notable Quotes

(No direct quotes were included in the release.)