MBN Announces Merger with Globalance Dividend Growers Corp. and Initiation of Dividend Policy

MBN Announces Merger with Globalance Dividend Growers Corp. and Initiation of Dividend Policy

Globalance Shareholders to have Special Redemption Option Prior to Merger

CALGARY, June 28, 2018 /CNW/ - Middlefield Limited (the "Manager"), the manager of Globalance Dividend Growers Corp. ("Globalance") and MBN Corporation ("MBN"), is pleased to announce that Globalance will merge into MBN on or about August 29, 2018 (the date of completion being the "Effective Date"), with MBN being the continuing entity following the Merger.

Following the Merger, Globalance investors will hold shares of MBN, an investment company that is expected to offer a larger market capitalization, increased trading liquidity and lower operating costs on a per share basis than Globalance. In connection with the Merger, Globalance shareholders will see their annual management fee reduced from 1.25% to 1.10%. The Merger is expected to be effected on a tax-deferred roll-over basis and accordingly, shareholders of Globalance who become shareholders of MBN will not realize capital gains or losses until they dispose of their MBN shares. All costs and expenses associated with the Merger will be borne by the Manager and not the Funds.

MBN is pleased to announce that Mr. Garth Jestley, Vice-Chairman of Middlefield Group, will take on the role of Special Advisor to MBN as the Company looks to create long-term value by (i) growing MBN's assets under management through mergers with other investment funds and (ii) pursuing other strategic opportunities.  MBN will draw on Mr. Jestley's industry experience as it identifies and considers value creation strategies.  Mr. Jestley has over 40 years of experience in the financial services sector, including senior roles in investment management, corporate banking, resource project financing and investment banking. Mr. Jestley also has a lengthy track record advising investment funds that emphasize portfolios of dividend paying securities.

In connection with the addition of Mr. Jestley as Special Advisor, MBN is initiating a quarterly dividend of $0.08 per share. While MBN seeks to identify long-term strategic investment opportunities, its portfolio will be comprised of global issuers with a history of strong dividend growth in order to support MBN's dividend. The initial dividend will take effect for shareholders of record as of September 30, 2018 and will be paid on or about October 15, 2018.

After considering the changing landscape of the Canadian investment industry, the Manager has determined that the Merger would be in the best interests of the shareholders of Globalance and not to convert into an open-end mutual fund as described in the September 2015 prospectus. Globalance shareholders who do not wish to participate in the Merger have the opportunity to sell their shares in the market or redeem them (the "Special Redemption") before the Merger occurs. To participate in the Special Redemption, shareholders are required to provide notice by 5:00 p.m. (Toronto time) on August 8, 2018.  Surrendered Globalance shares will be redeemed at a price equal to the net asset value per share on August 15, 2018 and will be paid by the Fund on or about August 22, 2018. MBN shares do not have any monthly or annual redemption or retraction rights attached to them.

The Merger will be effected at an exchange ratio calculated as the net asset value per equity share of Globalance divided by the net asset value per equity share of MBN, determined as at the close of trading on the TSX on the business day immediately prior to the Effective Date. Pursuant to the Merger, MBN will assume the liabilities of Globalance and will issue equity shares of MBN in satisfaction of the purchase price for all of the property of Globalance. The Merger remains subject to the satisfaction of all regulatory requirements and customary closing conditions.

Equity Shares of Globalance and MBN trade under the symbols GBF and MBN, respectively, on the Toronto Stock Exchange.

Certain statements in this press release may be viewed as forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, intentions, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "plans", "estimates" or "intends" (or negative or grammatical variations thereof), or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Statements which may constitute forward-looking statements relate to: the proposed timing of the merger and expected completion thereof; the expected benefits of the merger; and the funds that are proposed to be merged.  Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements including as a result of changes in the general economic and political environment, changes in applicable legislation and the performance of each fund. There are no assurances the funds can fulfill such forward-looking statements and the funds do not undertake any obligation to update such statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing one or more of the funds, some of which are beyond the control of the funds.

SOURCE MBN Corporation