Chesswood Group closes acquisition of Rifco

January 14, 2022

On January 14, 2022, Chesswood Group Limited (TSX:CHW) (“Chesswood“), North America’s only publicly traded commercial equipment finance company focused on small and medium-sized businesses, announced the completion of its acquisition of Rifco, pursuant to the statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“).

Under the terms of the Arrangement, Rifco shareholders were entitled to elect to receive $1.28 for each Rifco common share (a “Rifco Share”) held in the form of: (i) cash (the “Cash Consideration”); (ii) common shares of Chesswood (“Chesswood Shares”) at a deemed price of $14.05 per Chesswood Share (the “Share Consideration”); or (iii) a combination of Cash Consideration and Share Consideration. Of the aggregate consideration of approximately $28 million, Chesswood paid $21,019,623.68 in cash and issued 498,605 Chesswood Shares.

The Chesswood Shares issued as Share Consideration were listed for trading on the Toronto Stock Exchange (the “TSX“) upon closing of the Arrangement. The Rifco Shares were delisted from the TSX Venture Exchange (the “TSXV“) at the close of trading on January 14, 2022.

Rifco is a leading Canadian alternative auto finance company through its wholly owned subsidiary Rifco National Auto Finance Corporation.

Miller Thomson advised Rifco on the transaction with a team comprised of Rhea Solis, John-David D’Souza (Capital Markets), Patrick Fitzpatrick (Litigation), Manjit Singh (Tax), John Batzel (Employment), Eric Dufour and Reema Mahbubani (Competition).