ECN Capital Corp. has announced:
that, at the special meeting of the Company’s shareholders held on January 20, 2026 (the “Meeting”), the Company’s previously announced plan of arrangement (the “Arrangement”) with a newly formed acquisition vehicle (the “Purchaser”) controlled by an investor group led by investment funds managed by Warburg Pincus LLC was approved by the holders (the “Common Shareholders”) of common shares of the Company (“Common Shares”), the holders (the “Series C Preferred Shareholders”) of cumulative 5-year minimum rate reset preferred shares, Series C of the Company (the “Series C Preferred Shares”) and the holders (the “Series E Preferred Shareholders” and, together with the Common Shareholders and Series C Preferred Shareholders, the “Shareholders”) of mandatory convertible preferred shares, Series E of the Company (the “Series E Preferred Shares”). Pursuant to the Arrangement, the Purchaser will acquire: (i) all of the issued and outstanding Common Shares for a price of C$3.10 in cash per Common Share; (ii) all of the issued and outstanding Series C Preferred Shares for a price of C$26.00 in cash per Series C Preferred Share (plus all accrued but unpaid dividends thereon); and (iii) all of the issued and outstanding Series E Preferred Shares for a price of C$3.10 in cash per Series E Preferred Share (plus all accrued but unpaid dividends thereon).
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At the Meeting, the Series C Preferred Shareholders also passed a special resolution approving the Arrangement (the “Series C Preferred Shareholder Resolution”). The Series C Preferred Shareholder Resolution required the affirmative vote of: (i) at least 66 2/3% of the votes cast by the Series C Preferred Shareholders present or represented by proxy at the Meeting (the “Series C Preferred Shareholder Resolution Vote”); and (ii) a simple majority of the votes cast by the Series C Preferred Shareholders present or represented by proxy at the Meeting (excluding the Series C Preferred Shareholders required to be excluded under MI 61-101) (the “Series C Preferred Shareholder Resolution MI 61-101 Vote”). To the knowledge of the directors and senior officers of the Corporation, after reasonable inquiry, pursuant to MI 61-101 no Series C Preferred Shareholders were required to be excluded from the vote on the Series C Preferred Shareholder Resolution.
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Completion of the Arrangement remains subject to other customary conditions including receipt of a final order from the Ontario Superior Court of Justice (Commercial List) (the “Final Order”) and certain key regulatory approvals. The anticipated hearing date for the Final Order is January 22, 2026. Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions to implementing the Arrangement as set out in the arrangement agreement between the Company and Sinatra CA Acquisition Corp. dated November 13, 2025 (the “Arrangement Agreement”), including obtaining key regulatory approvals, the Arrangement is expected to close in the first half of 2026.
The potential for this action was announced in November, 2025.
ECN.PR.C was issued as a FixedReset, 6.25%+519M625, that commenced trading 2017-5-25 after being announced 2017-5-15. It reset to 7.937% in 2022. It is tracked by HIMIPref™ but relegated to the Scraps subindex on credit concerns.
Thanks to Assiduous Reader CanSiamCyp for bringing this to my attention!