TORONTO, Oct. 23, 2025 (GLOBE NEWSWIRE) — Guardian Capital Group Limited (“Guardian“) (TSX: GCG) (TSX: GCG.A) announced holder approval (“Shareholders“) Guardian common stock and Class A shares (collectively “Stock“) at a special meeting held today (“Meeting“) resolutions (“Resolution agreement“), approving the previously announced action plan within the framework of Business Corporation Law (Ontario) (“Agreement“), according to which Desjardins Global Asset Management Inc. (“Buyer“), an affiliate of the Desjardins Group, will acquire all issued and outstanding Shares, other than certain Shares held by such Shareholders who have entered into capital rollover agreements, for a price of C$68 per Share in cash.
The Transaction is subject to the approval of: (i) at least two-thirds of the votes cast by the holders of Guardian Common Shares and Class A shares who voted in favor of the Transaction Resolution at the Meeting, in person or by proxy, voting together as one class; and (ii) at least a simple majority of the votes cast by the holders of Guardian Common Shares and Class A Shares who voted in favor of the Transaction Resolution at the Meeting in person or by proxy (each class voting separately), excluding votes held by Shares held by persons, which shall be excluded in determining minority approval in accordance with the rules of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“Excluded persons“). At the meeting, the transaction was approved by 99.19% of the votes of stockholders, 86.83% of the votes in respect of the Common Shares and 99.84% of the votes in respect of Guardian Class A Shares, in each case excluding votes cast by excluded persons. Guardian's full report of the voting results can be found on SEDAR+ at www.sedarplus.ca.
Other conditions for completing the agreement
Completion of the Transaction remains subject to the satisfaction or waiver of certain closing conditions set forth in the agreement entered into between Guardian and the Buyer on August 28, 2025 (as amended, “Agreement agreement“), including obtaining final court approval and regulatory approvals (including in accordance with Competition Law (Canada)). The Guardian intends to seek a final order (“Final order” of the Ontario Superior Court of Justice (Commercial List) for approval of the Agreement at a hearing expected to take place on October 28, 2025. Subject to receipt of a final order and regulatory approvals and the satisfaction or waiver of other closing conditions of the Transaction Agreement, the Agreement is expected to close in the first half of 2026.
About Guardian Capital Group Limited
Guardian Capital Group Limited (“Guardian”) is a global investment management company serving institutional, retail and private clients through its subsidiaries. As of June 30, 2025, Guardian had total client assets of C$164.1 billion, while managing its own investment portfolio with a fair market value of C$1.25 billion. Founded in 1962, Guardian's reputation for consistent growth, long-term relationships and its core values of authenticity, integrity, stability and reliability have been key to its success for six decades. Its common shares and Class A shares are listed on the Toronto Stock Exchange as GCG and GCG.A, respectively. To learn more about Guardian, visit www.guardiancapital.com.
Forward-looking information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information may relate to our future outlook and expected events or results and may include information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividend policies, plans and objectives. In particular, information regarding our expectations of future results, performance, achievements, prospects or opportunities is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “expects”, “opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “outlook”, “outlook”, “strategy”, “intends”, “anticipates”, “does not expect”, “believes” or variations of such words, phrases or statements that certain actions, events or results “may”, “could”, “might”, “will”, “will be undertaken”, “occur” or “be achieved”. In addition, any statements that relate to expectations, intentions, forecasts or other characteristics of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but rather represent management's expectations, estimates and projections regarding future events or circumstances. These statements include, but are not limited to, statements regarding anticipated participation in rollover agreements, timing of hearings and receipt of final orders, receipt of regulatory approvals (including pursuant to Competition Law (Canada)), as well as the completion of the Agreement.
Undue reliance should not be placed on forward-looking information. The forward-looking information in this press release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future events, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Although we have carefully prepared and analyzed forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. In addition, forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including, without limitation, those described in this press release. The belief that the investment fund industry and the asset management industry will remain stable and interest rates will remain relatively stable are significant factors adopted in preparing the forward-looking information and management's expectations contained in this press release, which could cause actual results to differ materially from the forward-looking information disclosed in this press release. In addition, factors that could cause actual results to differ materially from expectations include, but are not limited to, the possibility that the Arrangement will not be completed on the terms or timelines currently contemplated and that it may not be completed at all due to failure to obtain or satisfy, timely or otherwise, the necessary regulatory, judicial approvals and other conditions for closing the Arrangement or for other reasons, the risk that competing offers or proposals to acquire will be the adverse effect that failure to enter into the Agreement for any reason may have on the price of the Shares or on Guardian's business, general economic and market conditions, including interest rates and exchange rates, global financial markets, the impact of pandemics or epidemics, changes in government regulations or tax laws, industry competition, technological developments and other factors described or discussed in Guardian's disclosure materials filed from time to time with the applicable securities regulatory authorities. Additional information about the risks and uncertainties of Guardian's business and the material risk factors or assumptions on which the information contained in the forward-looking information is based is provided in Guardian's disclosure materials, including Guardian's most recently filed annual information form and any subsequently filed interim management discussions and analysis, which are available under profile Guardian on SEDAR+ at www.sedarplus.ca.
There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date hereof. The forward-looking information contained in this press release reflects our expectations as of the date of this press release and are subject to change after such date. Guardian disclaims any intention, obligation or undertaking to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
For general questions please contact:
Guardian Capital Investor Relations
[email protected]
416·364·8341 or toll-free number 1·800·253·9181.
For media inquiries please contact:
Mark Noble
[email protected]
416-350-8109
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