ECN Capital announces filing of management information circular and receipt of Interim Order in relation to proposed plan of arrangement with investor group led by Warburg Pincus

Executive Summary

• ECN Capital filed its management information circular and announced a proposed statutory plan of arrangement to sell all outstanding common shares at C$3.10 per share (≈13% premium) and preferred securities to a Warburg Pincus‑led acquisition vehicle, Sinatra CA Acquisition Corp.
• The Board unanimously recommends shareholders vote FOR the Arrangement; voting will occur at a virtual special meeting on 20 January 2026 with proxy deadline 16 January 2026.
• An interim Ontario court order has been obtained to call the meeting; the final court order is expected by 22 January 2026, and closing of the transaction is targeted for the first half of 2026 pending shareholder, regulatory and court approvals.

Key Details

• Offer Price – Common Shares: C$3.10 cash per share (≈13% premium to unaffected closing price of C$2.75 on 12 Nov 2025).
• Offer Price – Series C Preferred Shares: C$26.00 cash per share plus accrued dividends.
• Offer Price – Series E Preferred Shares: C$3.10 cash per share plus accrued dividends.
• Acquisition Vehicle: Sinatra CA Acquisition Corp., a newly formed entity controlled by an investor group led by Warburg Pincus LLC.
• Board Recommendation: Unanimous (conflicted directors abstaining) recommendation to vote FOR the Arrangement for all shareholder classes.
• Special Meeting Details: Virtual‑only meeting on 20 Jan 2026 at 8:30 a.m. Toronto time; proxy deadline 16 Jan 2026, 8:30 a.m. Toronto time.
• Voting Thresholds:
• At least 66⅔ % of votes cast by Common and Series E shareholders (combined class) must approve the Arrangement Resolution.
• Simple majority of Common shareholder votes required (excluding excluded parties under MI 61‑101).
• Separate 66⅔ % + simple majority thresholds apply for Series C Preferred Shareholder Resolution.
• Interim Court Order: Granted on 16 Dec 2025 by the Ontario Superior Court of Justice, authorizing the meeting and related matters.
• Final Court Order Hearing: Anticipated 22 Jan 2026; final order required before closing.
• Closing Timeline: Expected in the first half of 2026, subject to shareholder approval, regulatory approvals, and satisfaction/waiver of other conditions under the Arrangement Agreement dated 13 Nov 2025.
• Shareholder Assistance: Carson Proxy (1‑800‑530‑5189; 416‑751‑2066; [email protected]) for voting support.

Notable Quotes

(No direct quotes were provided in the release.)