ECN Capital wins Glass Lewis support for arrangement

Executive Summary

• Glass Lewis & Co. has recommended that ECN Capital shareholders vote "FOR" the proposed plan of arrangement to acquire the company, joining Institutional Shareholder Services (ISS) in their support.
• The transaction involves an acquisition vehicle controlled by Warburg Pincus acquiring all outstanding common and preferred shares of ECN Capital.
• A special meeting of shareholders is scheduled for January 20, 2026, to vote on the arrangement, with a proxy voting deadline of January 16, 2026.

Key Details

• Transaction Structure: ECN Capital Corp. entered into a definitive arrangement agreement with Sinatra CA Acquisition Corp. (the purchaser), an acquisition vehicle controlled by an investor group led by Warburg Pincus LLC.
• Acquisition Consideration:
  • Common Shares: $3.10 in cash per share.
  • Series C Preferred Shares: $26.00 in cash per share, plus all accrued but unpaid dividends.
  • Series E Preferred Shares: $3.10 in cash per share, plus all accrued but unpaid dividends.
• Proxy Advisory Recommendations:
  • Glass Lewis: Recommended voting "FOR" the special resolutions to approve the arrangement.
  • ISS: Previously recommended voting "FOR" the special resolution.
• Board Recommendation: The Board of Directors unanimously recommended that shareholders vote for the arrangement, determining it is in the best interests of the company and fair to shareholders.
• Meeting Details:
  • Special Meeting Date: Tuesday, January 20, 2026, at 8:30 a.m. (Toronto time).
  • Proxy Voting Deadline: Friday, January 16, 2026, at 8:30 a.m. (Toronto time).
  • Record Date: December 16, 2025.
• Voting Instructions: Shareholders may contact proxy solicitation agent Carson Proxy Advisors at 1-800-530-5189 or [email protected].
• Company Profile: ECN Capital manages $7.6 billion in assets, providing business services to North American financial partners in manufactured housing finance, recreational vehicle and marine finance, and commercial loans.

Notable Quotes

• "Glass Lewis recommends that shareholders vote for the special resolutions to approve the previously announced arrangement."
• "The board of directors of the company unanimously... determined that the arrangement is in the best interests of ECN Capital and is fair to the common shareholders and Series C preferred shareholders..."