RFA Capital Management Inc. entered into a definitive agreement to acquire Street Capital Group Inc. (TSX:SCB) from ICM Limited, the Directors and certain senior officers of Street Capital and others for CAD 85.1 million on June 14, 2019. RFA Capital will acquire Street Capital in an all cash transaction for CAD 0.68 per share. If agreement is terminated in certain circumstances, including if Street Capital enters into an agreement with respect to a superior proposal, RFA is entitled to a termination fee of CAD 4 million. Following completion of the arrangement, Street Capital’s Shares will be delisted from the Toronto Stock Exchange and will apply to cease to be a reporting issuer. The transaction is subject to customary closing conditions, including approvals under the Bank Act (Canada), approval by the Canada Mortgage and Housing Corporation, approval of the transaction by the Superior Court of Ontario; approval of two-thirds of the votes cast by holders of shares in person or by proxy at the special meeting as well as the approval of a “majority of the minority” of votes cast by shareholders other than three senior officers of Street Capital who would receive certain employment-related benefits upon completion of the transaction; and applicable regulatory approvals, including, without limitations, approval of the Canadian Minister of Finance pursuant to the Bank Act, Dissent Rights have not been exercised with respect to more than 7.5% of the issued and outstanding Street Capital Group shares, the Board of Directors of Street Capital shall have received the fairness opinion from the BMO Nesbitt Burns Inc. and it shall not have been withdrawn or materially modified prior to the shareholders meeting. The transaction is not subject to any financing condition. The Board of Directors, after consultation with its financial and legal advisors, and based on the unanimous recommendation of the Strategic Planning Committee of the Board (the “Special Committee”) comprised of a majority of independent Directors, has unanimously approved the transaction. As of June 18, 2019, the Directors and certain senior officers of Street Capital have entered into voting agreements with RFA pursuant to which, among other things, they have agreed to vote all of the shares owned or controlled by them in favour of the arrangement, representing approximately 14% of the outstanding shares. As of July 11, 2019, Street Capital received interim order from the Ontario Superior Court of Justice to call, hold and conduct a special meeting of holders of the shares to consider, and if determined advisable, approve the arrangement. In addition, Street Capital announced that RFA has entered into a voting agreement with ICM Limited pursuant to which, among other things, ICM has agreed to vote 7.5 million shares in favour of the arrangement. Together with voting agreements previously signed by Directors and senior officers of Street Capital, shareholders representing an aggregate of approximately 20% of the outstanding shares have agreed with RFA to vote in favour of the arrangement. As of July 11, 2019, Street Capital Group announced that a special meeting of shareholders will be held on August 16, 2019 to approve the transaction. As of August 12, 2019, certain conditions such as CMHC approval and confirmation of compliance with the Competition Act (Canada) have already been satisfied. The International Shareholder Services has recommended that Street Capital shareholders vote “FOR” the resolution approving the transaction. As of August 16, 2019, the transaction was approved by shareholders of Street Capital Group. As of August 26, 2019, Street Capital Group has obtained a final order from the Ontario Superior Court of Justice for the transaction. As of October 4, 2019, the required approvals under the Bank Act (Canada) have been received. The parties expect to close the transaction by the end of the calendar year 2019. As of October 4, 2019, the transaction is expected to close on October 18, 2019. Transaction creates significant and immediate value for Street Capital shareholders. BMO Nesbitt Burns Inc. acted as financial advisor, Tim Heeney of Goodmans LLP and Torys LLP acted as legal advisors to Street Capital. RBC Capital Markets acted as financial advisor and Gus Karantzoulis of Borden Ladner Gervais LLP acted as legal advisor to RFA Capital. Computershare Investor Services Inc. is acting as depository bank to Street Capital Group.