RF Capital shareholders approve sale to iA Financial

Executive Summary

• RF Capital Group Inc. shareholders approved the previously announced plan of arrangement to acquire the company from iA Financial Corp. Inc.
• The acquisition involves a cash consideration of $20 per common share and $25 per Series B preferred share (plus accrued dividends).
• Completion of the transaction remains subject to a final court order sought on September 26, 2025, and other customary closing conditions.

Key Details

• Transaction Structure: Court-approved plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario).
• Acquirer: iA Financial Corp. Inc.
• Common Share Consideration: $20.00 per common share.
• Preferred Share Consideration: $25.00 per Series B preferred share.
• Preferred Share Dividend Accrual: In addition to the $25.00 base, Series B shareholders receive:
  • All accrued and unpaid dividends as of the effective date.
  • If the effective date is prior to March 31, 2026, an additional cash amount equal to dividends that would have been payable from the effective date to March 31, 2026.
• Voting Thresholds: Approval required from at least two-thirds (66-2/3rds) of votes cast by both common shareholders and Series B preferred shareholders.
• Voting Outcome: Both common and Series B preferred shareholders voted in favor of the special resolutions.
• Next Steps: The company will seek the final order of the Ontario Superior Court of Justice (Commercial List) on September 26, 2025.
• Closing Conditions: Subject to receipt of the final court order, applicable regulatory approvals, and other customary closing conditions.
• Company Profile: RF Capital is a Toronto Stock Exchange-listed wealth management firm operating under the Richardson Wealth brand, with $42.0 billion in assets under administration as of August 31, 2025.

Notable Quotes

• None provided in the text.