ICPEI HOLDINGS INC. MAILS PROXY MATERIALS FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE PLAN OF ARRANGEMENT

TORONTO, Jan. 19, 2023 /CNW/ - ICPEI Holdings Inc. (the "Company") (TSXV: ICPH) today announced the mailing of its management information circular and related materials (collectively, the "Proxy Materials") for the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Company (the "Shares") to consider the previously announced plan of arrangement pursuant to which certain key members of management and other existing Shareholders (collectively, the "Rollover Shareholders"), Desjardins General Insurance Group Inc. and certain other investors would indirectly acquire all of the outstanding Shares for cash consideration of $4.00 per Share (other than with respect to certain Shares held by Rollover Shareholders) (the "Arrangement").

Board Recommendation

Following receipt of the unanimous recommendation of a special committee of independent directors, the board of directors of the Company (the "Board") (excluding conflicted directors), unanimously determined that the Arrangement is in the best interests of the Company and fair to the Shareholders (other than the Rollover Shareholders) and the Board (excluding conflicted directors) unanimously recommends that Shareholders (other than the Rollover Shareholders) vote in favour of the Arrangement at the Meeting.

Special Meeting of Shareholders

On January 11, 2023, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for, among other things, the calling and holding of the Meeting. The Meeting will be held in hybrid format on February 13, 2023 at 10:00 a.m. (Toronto time) in person at the offices of Blake, Cassels & Graydon LLP at 199 Bay Street, Commerce Court West, 40^th Floor, Toronto, Ontario, Canada M5L 1A9 and in virtual format via live audio webcast at https://meetnow.global/MYLSAQD. Shareholders of record as of close of business on January 10, 2023 are entitled to receive notice of, and to vote at, the Meeting or at any postponement or adjournment thereof.

To be effective, the special resolution approving the Arrangement to be considered at the Meeting must receive the affirmative vote of (i) at least two-thirds of the votes cast by Shareholders; and (ii) a simple majority of the votes cast by Shareholders (other than the Rollover Shareholders and any other Shareholder required to be excluded for the purpose of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions). Subject to the receipt of the requisite approval of the Shareholders, final approval of the Arrangement by the court and the satisfaction of other customary conditions, the Arrangement is expected to close in the first quarter of 2023.

The Proxy Materials, which have been mailed to Shareholders and are available under the Company's profile on SEDAR (www.sedar.com), provide important information about the Arrangement, the Meeting and related matters, including voting procedures. Your vote is important regardless of the number of Shares you own. Shareholders are encouraged to read the Proxy Materials in detail.

The Board recommends that Shareholders vote FOR the special resolution approving the Arrangement.

To be used at the Meeting, proxies must be received by the Company's registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8^th Floor, Toronto, Ontario M5J 2Y1 no later than 10:00 a.m. (Toronto time) on February 9, 2023 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed).

If you have any questions or require more information with regard to the procedures for voting or completing your form of proxy, please contact Computershare Investor Services Inc. toll free at 1-800-564-6253.

Voting Methods for Registered and Non-Registered Shareholders

Registered Shareholders may vote by:

Internet – Go to www.investorvote.com. Enter the 15-digit control number printed on the form of proxy and follow the instructions on screen.

Telephone – Call 1-866-732-VOTE (8683) from a touch tone phone and follow the automatic voice recording instructions to vote. You will need your 15-digit control number to vote.

Mail – Return the completed, signed and dated form of proxy by postage paid envelope to:

Computershare Investor Services Inc. 

Attention: Proxy Department
100 University Avenue, 8th Floor,
Toronto, Ontario, M5J 2Y1

Non-Registered Shareholders may vote by:

Internet – Go to www.proxyvote.com. Enter the 16-digit control number printed on the voting instruction form (VIF) and follow the instructions on screen.

Telephone – Complete, date, and sign the VIF and submit by telephone in accordance with the instructions provided on the VIF, if applicable.

Mail – Enter your voting instructions, sign and date the VIF, and return the completed VIF in the enclosed postage paid envelope.

Forward-looking statements and forward-looking information

Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, including the expected timing of the Meeting, closing and various other steps to be completed in connection with the Arrangement, and other statements that are not historical facts.

Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.

Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company's control, that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder and court approvals or satisfy other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company's results.

Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company's forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.

About ICPEI Holdings Inc.

Founded in 1998, ICPEI Holdings Inc. operates in the Canadian property and casualty insurance industry through its wholly owned subsidiary The Insurance Company of Prince Edward Island (ICPEI). ICPEI provides commercial and personal lines of insurance products exclusively through the broker channel.

The Company's name was changed from EFH Holdings Inc. to ICPEI Holdings Inc. after receiving approval from Shareholders on July 15, 2021. It trades on the TSX Venture Exchange under the symbol ICPH effective August 20, 2021, and prior to December 23, 2020, it traded on the Toronto Stock Exchange.

SOURCE ICPEI Holdings Inc.

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