Description of the Business
IAM is an alternative asset management company offering high-quality alternative asset management to institutional investors. As at March 31, 2019, the alternative asset classes the Corporation manages for investors are private debt, infrastructure debt, mezzanine debt and real estate. The Corporation’s strategy is to hire or acquire the best managers in each asset class and to develop the business around these managers. While the Corporation is presented with many such opportunities, the Corporation pursues only those opportunities that management believes have the potential to add significant value for clients.
|As at March 31, 2019|
|Assets and committed capital under management||$3.1 billion|
|Number of employees||35|
|Number of shares outstanding||27,724,127|
The Corporation was incorporated on December 23, 1996 under the Business Corporations Act (Ontario) (the “OBCA”) under the name “Edenbridge Corp.”. By Articles of Amendment dated June 24, 1999, the name of the Corporation was changed to “Integrated Asset Management Corp.” and the outstanding Common Shares were consolidated on a five-to-one basis. By Articles of Amalgamation dated October 1, 2014, the Corporation and a wholly-owned subsidiary company, 2241952 Ontario Limited, amalgamated and continued as “Integrated Asset Management Corp.”.
The registered and head office of the Corporation is located at 70 University Avenue, Suite 1200, Toronto, Ontario, Canada M5J 2M4.
Development of the Business
Since 1999, when IAM acquired all of the issued and outstanding shares of Integrated Asset Management Limited by way of a reverse take-over transaction, IAM has operated within the asset management business focused exclusively on the management of alternative asset classes. IAM’s mandate is to be Canada’s leading independent alternative asset management company. Operating under this mandate, the Corporation is focused on growing its assets and committed capital under management (“AUM”) by attracting new clients, expanding its product offerings and attracting additional assets from existing clients. IAM’s clients are institutional investors, including pension funds, large and small, public and private, endowments and foundations and life insurance companies.
There have been no material changes to IAM’s business strategy over the past three completed financial years, except for the implications of the divestiture of Integrated Managed Futures Corp (“IMFC”) which closed March 31, 2017 and the divestiture of BluMont Capital Corporation (“BluMont Capital”) which closed in fiscal 2014, as described below. BluMont Capital was IAM’s retail alternative asset management company.
In January 2017, the Corporation announced that it had agreed to sell its ownership interest in IMFC to Koloshuk Farrugia Corp. (“KFC”). The Corporation agreed to sell all of the common shares of IMFC held by the Corporation and an outstanding loan owed to the Corporation by IMFC. KFC is a holding company wholly owned by Victor Koloshuk, the Executive Chairman, a director and a significant shareholder of IAM. The AUM of IMFC as at March 31, 2017 was $43.4 million. As a result of the sale, IAM’s client base no longer includes retail clients. Prior to the sale agreement, IAM’s board of directors established a committee comprised of two independent directors (the “Independent Committee”) to consider potential strategic alternatives for IMFC. Following the Independent Committee’s review of alternatives, consideration of various stakeholders and discussions with a number of potential buyers by the Independent Committee, the Board concluded that the Corporation should proceed with the agreement with KFC
During fiscal 2015, the Corporation concluded its private equity asset management activities with the sale of the last investment in the private equity fund managed by the Corporation. The fund has been wound up and the proceeds distributed to the investors.
The company first announced in 2014 its strategy of focusing on its two core businesses, private debt and real estate, and becoming a pure-play institutional manager. The closing of the sale on March 31, 2017 of the managed futures business completed the divestiture of non-core businesses.
In September 2013, the Corporation announced that it had agreed to sell its ownership interest in BluMont Capital. The AUM of BluMont Capital as at September 30, 2013 was $ 276.2 million. The sale of BluMont Capital was completed in December, 2013. As a result of the sale, IAM’s client base no longer includes retail clients and the Corporation entered into a non-competition and non-solicitation agreement with the purchaser which, among other things, restricted the Corporation for a period of three years from competing directly or indirectly with the business of the purchaser (a retail alternative asset management company) and the business of BluMont Capital acquired by the purchaser.
On March 22, 2019, the Corporation announced that it had entered into a definitive arrangement agreement with Fiera Capital Corporation (“Fiera Capital”) (the “Agreement”) under which Fiera Capital will acquire all of the outstanding common shares of IAM (“IAM Shares”) pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Transaction”).
Further information regarding the Transaction is contained in a management information circular that IAM has prepared, filed and mailed to IAM shareholders in advance of the Special Meeting. Copies of the Agreement and the management information circular are available on SEDAR at www.sedar.com.