Guardian Capital Group to be taken private in C$1.67 billion all cash go-private acquisition by Desjardins

On August 28, 2025, Guardian Capital Group Limited (“Guardian”) announced that it has entered into a definitive agreement with Desjardins Global Asset Management Inc. (“DGAM”), an affiliate of Desjardins Group (“Desjardins”), to go private in a transaction valuing Guardian’s equity at approximately C$1.67 billion.

The transaction will proceed via a plan of arrangement under the Business Corporations Act (Ontario), in which all issued and outstanding common and Class A shares of Guardian, other than those held by specified shareholders who entered into equity rollover agreements (the “Rollover Shareholders”), will be purchased by DGAM for cash consideration equal to C$68.00 per Guardian share.

Under the equity rollover agreements, at closing Rollover Shareholders will exchange approximately 17.17% of their shares in Guardian for up to 10% of the shares in the capital of DGAM. All rollovers will occur at a value equal to the cash purchase price and any equity rollover agreements will terminate automatically upon termination of the definitive agreement.

At the outset, Guardian’s board of directors (the “Board”) formed a special committee of the Board (the “Independent Committee”) to, among other things, review and evaluate the terms and initial and subsequent proposals received from Desjardins, make recommendations to the Board in respect of such proposals, negotiate the terms of any transaction, and supervise the preparation of a formal valuation of the Guardian Shares in accordance with MI 61-101.

The Board (with interested directors abstaining), based on the unanimous recommendation of the Independent Committee, determined that the transaction is fair to shareholders and in the best interests of Guardian. It unanimously recommended that Guardian shareholders (other than the Rollover Shareholders) vote in favour of the transaction.

The transaction is expected to close in the first half of 2026, subject to approval of Guardian Class A and common share shareholders at a special meeting to approve the transaction expected to take place in the fourth quarter of 2025. The transaction is also subject to court approval, regulatory approvals (including under the Competition Act (Canada)) and other customary closing conditions.

Following completion of the transaction, Guardian is expected to delist its Class A shares and common shares from the Toronto Stock Exchange and cease to be a reporting issuer under Canadian securities laws in each of the provinces and territories of Canada.

Further information can be found on GlobeNewswire’s website.

Guardian Capital Group is a global investment management company servicing institutional, retail and private clients through its subsidiaries. As at June 30, 2025, Guardian had C$164.1 billion of total client assets while managing a proprietary investment portfolio with a fair market value of C$1.25 billion.

Desjardins Group is the largest cooperative financial group in North America and the sixth largest in the world, with assets of C$501.3 billion as at June 30, 2025. To meet the diverse needs of its members and clients, Desjardins offers a full range of products and services to individuals and businesses through its extensive distribution network, its online platforms, and its subsidiaries across Canada.