Mavrix Fund Management Inc. has agreed to be acquired by GrowthWorks Ltd. in a cash deal, the Toronto-based Mavrix said Wednesday evening.

The arrangement agreement worked out by Mavrix with GrowthWorks and its wholly owned subsidiary 1796862 Ontario Ltd. will see GrowthWorks acquire all of Mavrix’s issued and outstanding common shares at a cash price of 25¢ a share.

Mavrix shares closed at 23¢ Wednesday on the Toronto Stock Exchange.

The arrangement agreement follows the announcement on May 1 that Mavrix had entered into a letter of intent with GrowthWorks concerning the deal.

The deal is subject to court approval and must be approved by two-thirds of the votes cast by Mavrix shareholders at a meeting expected to be held June 24.

Shareholders, including officers and directors of Mavrix, holding 56.7% of the outstanding shares have entered into support agreements in which they have agreed to vote in favour of the deal.

Pierre Saint-Laurent, chairman of the board of directors of Mavrix said the board concluded “that the GrowthWorks transaction is in the best interests of the company, and unanimously recommends that shareholders of Mavrix vote in favour of the plan of Arrangement at the shareholders’ special meeting.”

GMP Securities L.P. advised the special committee of the board that offer from GrowthWorks is fair, from a financial point of view, to Mavrix’s shareholders.

The transaction is expected to be completed by June 30.

Upon completion of the deal, the common shares of Mavrix will be de-listed from the Toronto Stock Exchange. Mavrix’s outstanding convertible debentures will remain outstanding and, subject to approval by the TSX, listed on the TSX until they mature on July 1, 2010.

Similarly, outstanding employee stock options and outstanding warrants will remain outstanding.

Mavrix’s board of directors will terminate the company’s restricted stock unit plan and issue shares to holders of units under the plan.

IE