GrowthWorks Ltd. intends to make an offer to acquire all of the common shares of Mavrix Fund Management Inc. for 25¢ a share, the company said Friday.

The price represents approximately a 15% premium to the closing price on the Toronto Stock Exchange over the past 30 days, GrowthWorks says.

GrowthWorks has entered into a letter of intent with Mavrix to acquire the Marvix shares through a wholly owned subsidiary.

GrowthWorks has advised that it intends to retain all personnel at Mavrix so that the operations of the company, including the management of its funds, will remain unaffected by the transaction, if completed.

The plan of arrangement will require approval by 66 2/3 of the votes cast in respect of the matter by shareholders at a meeting of shareholders to be called to consider the matter, as well as approval by the majority of the independent shareholders.

Shareholders including officers and directors of Mavrix holding an aggregate of 4,943,017 shares or 56.7% of the outstanding shares, have entered into support agreements pursuant to which they have agreed to vote in favour of the deal.

The support agreements also provide that if the plan of arrangement transaction is not completed, the signing shareholders will tender to a take over bid offer by the GrowthWorks subsidiary at a price of 20¢ or more.

Mavrix has advised GrowthWorks that its board of directors has appointed an independent committee of its board of directors to consider the proposed transaction.

The making of the offer remains subject to a number of conditions, including satisfactory completion of due diligence by GrowthWorks, consents/waivers from a Mavrix lender, and execution of definitive legal documentation satisfactory to both parties. GrowthWorks has proposed a completion date of on or about June 29.

“We are looking forward to the prospect of joining forces with Mavrix to create a larger, stronger operation with over $1 billion in assets under management. Mal Spooner and his team at Mavrix would be a great addition to our group,” says David Levi, president and CEO of GrowthWorks.

IE