On May 2, 2022, FAX Capital Corp. (TSX: FXC) entered into a definitive arrangement agreement with Federated Capital Corp. and Fax Investments Inc. to be acquired for $5.18 per Subordinate Voting Share. This represented a 53.7% premium over the closing price on April 29, 2022, and a 47.7% premium over the 20-day volume-weighted average. The transaction involved all outstanding Subordinate Voting Shares not owned by Federated Capital Corp. or CEO Blair Driscoll, who together held 3.92% of the shares.

The transaction, approved unanimously by FAX Capital's board, followed a recommendation from a special committee of independent directors. Scotiabank, serving as the independent valuator and exclusive financial advisor to the special committee, provided a valuation range of $4.25 to $5.25 per share and deemed the consideration fair. Legal advisors included Norton Rose Fulbright Canada LLP for FAX Capital, Dentons Canada LLP for the special committee, and Aird & Berlis LLP for the Purchaser. Scotiabank's counsel was McCarthy Tétrault LLP.

The acquisition, structured as a court-approved plan of arrangement under the Canada Business Corporations Act, required a two-thirds shareholder vote, approval from Subordinate Voting Shareholders excluding those held by insiders, court approval, and TSX approval. No financing conditions were attached. Post-transaction, the Subordinate Voting Shares were set to be delisted from the TSX, and FAX Capital intended to cease being a reporting issuer under Canadian securities laws. The transaction was expected to close early in the third quarter of 2022.