October 27, 2023

Y. Dov Meyer and Seth Greenspan acquire remaining 92.5% stake in Terra Firma Capital Corporation

Goodmans LLP acted for Y. Dov Meyer and Seth Greenspan in connection with their acquisition of the remaining 92.5% stake in Terra Firma Capital Corporation. The process commenced with a non-binding letter of intent on July 28, 2023, followed by an arrangement agreement on August 31, 2023, valuing the transaction at CAD 40.6 million.

Y. Dov Meyer, Terra Firma's executive chairman, held a beneficial ownership of 7.5% of the outstanding shares. The transaction, subject to majority of minority shareholder approval and court sanction, received unanimous recommendations from the special committee and board of directors.

The deal, facilitated by Goodmans, concluded on October 27, 2023, resulting in the delisting of Terra Firma from the TSX Venture Exchange and cessation as a reporting issuer under Canadian securities law.

The agreement was effectively a management buy-out transaction and included various considerations, including compliance with Multilateral Instrument – 61-101 – Protection of Minority Security Holders in Special Transactions.

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Y. Dov Meyer and Seth Greenspan acquire remaining 92.5% stake in Terra Firma Capital Corporation

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Y. Dov Meyer and Seth Greenspan acquire remaining 92.5% stake in Terra Firma Capital Corporation

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