1000355080 Ontario Inc. entered into a definitive agreement to acquire Home Capital Group Inc. (TSX:HCG) from Turtle Creek Asset Management Inc. and others for CAD 1.5 billion on November 20, 2022. Under the terms of the agreement, 1000355080 Ontario will acquire the issued and outstanding common shares of Home Capital for CAD 44 per share in cash, subject to an increase. If the transaction closes on or after May 20, 2023, the purchase price will be increased by an amount equal to CAD 0.00273973 per share in cash per day up to and including the day prior to the closing of the transaction. Smith Financial corporation, parent of 1000355080 Ontario Inc. currently owns 9.1% stake in Home capital. The transaction will be financed with ?Debt Financing? via the Debt Commitment Letter. The agreement includes a go-shop period which permits Home Capital to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring Home Capital. The go-shop period expires on December 30, 2022. As of January 3, 2023, the go-shop period with respect to the transaction expired. Home Capital did not receive an acquisition proposal during the go-shop period. Home Capital must pay a termination fee of CAD 50 million to 1000355080 Ontario if the agreement is terminated under certain circumstances. 1000355080 Ontario must pay a reverse termination fee of CAD 60 million to Home Capital if the agreement is terminated under certain circumstances. Since the Arrangement did not close on or prior to May 20, 2023, the Purchase Price will be increased by an amount equal to CAD 0.00273973 per share in cash per day up to and including the day prior to the closing of the Arrangement (equivalent to approximately CAD 0.25 per share for every three-month delay beyond May 20, 2023). Completion of the Arrangement on August 31, 2023 will result in a Purchase Price of CAD 44.28 in cash per share.

The transaction is subject to the receipt of court approval, Home Capital shareholders? approval, regulatory approvals, approval under the Competition Act (Canada), the Bank Act (Canada) and the Trust and Loan Companies Act (Canada), dissent rights shall not have been exercised (and not withdrawn) with respect to more than 20% of the issued and outstanding shares and other customary closing conditions. The transaction is not subject to a financing condition. Home Capital?s board of directors have unanimously approved the agreement. As of February 8, 2023, the shareholders of Home Capital has been approved the arrangement. As of February 9, 2023, Home Capital has obtained a final order from the Ontario Superior Court of Justice approving the deal. As of April 17, 2023, Commissioner of Competition has issued a ?no-action letter? in respect of the transaction. The transaction is expected to close in mid-2023. As of August 24, 2023, HCG announced that the required regulatory approvals under the Bank Act (Canada) and Trust and Loan Companies Act (Canada) have been granted by the Federal Minister of Finance and the Arrangement is expected to be completed on August 31, 2023, subject to the satisfaction of customary closing conditions.

BMO Nesbitt Burns Inc., TD Securities and Deloitte LLP acted as financial advisors and fairness opinion providers to Home Capital. Rima Ramchandani, John Emanoilidis, Blair Keefe, Eli Monas, Omar Wakil, Andrew Gray, Jennifer Lennon, Amanda Balasubramanian, Simon Williams, Ed Fan, Molly Reynolds, Ebad Rahman, Corrado Cardarelli and Richard Johnson of Torys LLP acted as the legal advisor to Home Capital. Computershare Investor Services Inc. acted as depository bank and transfer agent for Home Capital. RBC Capital Markets is acting as financial advisor to 1000355080 Ontario and Jeffrey Singer and J.R. Laffin of Stikeman Elliott LLP acted as the legal advisor to 1000355080 Ontario.

1000355080 Ontario Inc. completed the acquisition of Home Capital Group Inc. (TSX:HCG) from Turtle Creek Asset Management Inc. and others on August 31, 2023. Home Capital Group Inc. now operating as a Smith Financial Corporation company and Home Capital?s common shares are expected to be delisted from the Toronto Stock Exchange shortly.