ECN Capital garners ISS support for arrangement

Executive Summary

• ECN Capital Corp. announces that leading proxy advisor ISS recommends shareholders vote "FOR" the previously announced plan of arrangement to acquire the company.
• The transaction involves an acquisition vehicle controlled by Warburg Pincus acquiring all common and preferred shares of ECN Capital.
• The special meeting of shareholders to vote on the arrangement is scheduled for January 20, 2026, with a proxy voting deadline of January 16, 2026.

Key Details

• Transaction Structure: ECN Capital has 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 common share.
  • Series C Preferred Shares: $26 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.
• Voting Schedule:
  • Proxy Voting Deadline: Friday, January 16, 2026, at 8:30 a.m. Toronto time.
  • Special Meeting of Shareholders: Tuesday, January 20, 2026, at 8:30 a.m. Toronto time.
• Record Date: December 16, 2025.
• Board Recommendation: The Board of Directors unanimously recommends that shareholders vote for the arrangement, following a unanimous recommendation from the special committee of independent directors.
• Proxy Solicitation: Shareholders may contact Carson Proxy Advisors for assistance (Toll-free: 1-800-530-5189; Local: 416-751-2066; Email: [email protected]).
• Company Overview: ECN Capital manages $7.6 billion in assets, providing business services to North American banks and institutional investors through manufactured housing finance and recreational vehicle/marine finance segments.

Notable Quotes

• "ISS 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 and unanimously... recommends that the common shareholders and Series E preferred shareholders vote for the arrangement resolution..."