ICPEI Holdings Inc. (TSXV: ICPH) announced on December 9, 2022, that it had entered into an arrangement agreement for a consortium—comprising key management, certain employees, shareholders (collectively, the "Rollover Shareholders"), and Desjardins General Insurance Group Inc.—to acquire all issued and outstanding common shares of the company for $4.00 per share. This transaction price offered a significant premium over recent trading prices, valuing the company at approximately 2.1 times its book value as of September 30, 2022.

The consortium, through two Ontario Limited entities—1000379990 and 1000379969 (the latter being 72.5% owned by Rollover Holdco and 27.5% by Desjardins)—will acquire the shares, with post-transaction ownership distributed among the Rollover Shareholders (66.1%), other investors (6.4%), and Desjardins (27.5%).

The transaction was endorsed by a special committee of independent directors, who, advised by Origin Merchant Partners, concluded the offer was financially fair. The board, excluding conflicted directors, unanimously recommended the transaction, which requires approval from two-thirds of voting shareholders and a simple majority of non-Rollover Shareholders.

Legal advisors for the transaction included Blake, Cassels & Graydon LLP for the special committee and McCarthy Tétrault LLP for the purchaser, with Desjardins Capital Markets serving as the financial advisor to the purchaser.

The acquisition is subject to court approval and a special shareholder meeting expected in February 2023, aiming for completion in Q1 2023. The company plans to delist from the TSX Venture Exchange post-transaction.