ECN Capital to hold special meeting Jan. 20

Executive Summary

• ECN Capital Corp. has filed its Management Information Circular and received an interim court order regarding a proposed statutory plan of arrangement with Sinatra CA Acquisition Corp., a special purpose acquisition company controlled by an investor group led by Warburg Pincus.
• The transaction involves the acquisition of all issued and outstanding common shares, Series C preferred shares, and Series E preferred shares of ECN Capital.
• The Board of Directors unanimously recommends that shareholders vote in favor of the arrangement, citing a unanimous recommendation from a special committee of independent directors.

Key Details

• Transaction Structure: Statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario).
• Acquirer: Sinatra CA Acquisition Corp., a newly formed acquisition vehicle controlled by an investor group led by Warburg Pincus LLC.
• Consideration per Share Class:
  • 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.
• Shareholder Meeting Details:
  • Date: Tuesday, January 20, 2026, at 8:30 a.m. Toronto time.
  • Format: Virtual-only.
  • Record Date: December 16, 2025.
  • Proxy Deadline: January 16, 2026, at 8:30 a.m. Toronto time.
• Voting Thresholds:
  • Common and Series E Preferred: Approval by at least 66-2/3% of votes cast by common and Series E preferred shareholders present/voting together as a single class.
  • Common Shareholder Exclusion: Votes from Steven Hudson, Champion Homes Inc., and other shareholders required to be excluded under Multilateral Instrument 61-101 are excluded from the simple majority calculation.
  • Series C Preferred: Approval by at least 66-2/3% of votes cast by Series C preferred shareholders present/voting.
• Conditions to Closing:
  • Receipt of final court order (anticipated hearing date: January 22, 2026).
  • Approval of required shareholder resolutions.
  • Satisfaction or waiver of other conditions in the arrangement agreement dated November 13, 2025.
  • Obtaining key regulatory approvals.
• Timeline: Expected to close in the first half of 2026.
• Board Recommendation: Unanimous recommendation by the Board (with conflicted directors abstaining) that shareholders vote for the arrangement.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.