The Westaim Corporation (WED) Business Combination summary

Deal rationale and strategic fit

• Strategic combination of Westaim, Arena Investors, and Ceres Life transforms the business into an integrated insurance and alternative asset management platform, leveraging CC Capital's investment, expertise, and long-term alignment.

• Arena brings a strong investment track record and synergies with insurance balance sheet needs, while Ceres Life offers a scalable, tech-enabled annuity platform targeting the U.S. market.

• The partnership aims to create a differentiated operating company with a self-reinforcing flywheel effect between insurance and asset management, fueling mutual growth.

• CC Capital will have board representation and economic participation, ensuring stewardship and strategic oversight.

• The transaction is positioned as a core strategic pillar for CC Capital, not just a portfolio investment.

Financial terms and conditions

• CC Capital to invest $250 million at CAD $4.75 per share, representing an 18.2% premium to the prior closing price and 25% premium to the 180-day VWAP.

• CC Capital will acquire approximately 71.9 million shares (36% ownership) and warrants for up to an additional 31.3 million shares, potentially reaching a 41% interest.

• Westaim's investable capital base will rise to approximately $700 million.

• Westaim will invest about $600 million in a new vehicle managed by CC Capital to acquire and rebrand an insurance company as Ceres Life.

• Plans to repurchase up to $100 million of common stock at CAD $5–5.25 per share post-transaction.

Synergies and expected cost savings

• Arena to manage up to 90% of Ceres Life's assets, creating operational efficiencies and stable, long-term inflows.

• Ceres Life's cloud-native platform and enhanced distribution are expected to deliver cost and operational efficiencies, rapid scalability, and improved margins.

• Partnership with Advisors Excel provides immediate, high-volume distribution and growth potential.

• Arena's investment capabilities overlap with insurance needs, enabling cost-effective asset management.