Xceed Mortgage Corporation Enters into Agreement for Sale to MCAN Mortgage Corporation for $1.75 per share

Xceed Mortgage Corporation Enters into Agreement for Sale to MCAN Mortgage 
Corporation for $1.75 per share 
TORONTO, March 26, 2013 /CNW/ - Xceed Mortgage Corporation. (TSX: XMC) 
("Xceed") today announced that it has entered into an arrangement agreement 
(the "Agreement") with MCAN Mortgage Corporation ("MCAN", TSX:MKP) pursuant to 
which MCAN will acquire, by way of a plan of arrangement ("Plan of 
Arrangement") under the Business Corporations Act (Ontario), 100% of the 
issued and outstanding shares of Xceed for $1.75 per Xceed share on a fully 
diluted basis (the "Transaction"). The Transaction is expected to close within 
90 days. 
In March 2012, Xceed announced that the board of directors (the "Board") had 
created a special committee consisting of its independent board members (the 
"Special Committee"), to undertake a strategic review and consider future 
opportunities for Xceed, including recommencing its application to become a 
bank, seeking out a sale, merger or other transaction involving Xceed and 
returning capital to shareholders in a tax effective manner, including by way 
of a wind-up of Xceed. Following the Special Committee's strategic review of 
these and other options, the Board has unanimously determined, upon the 
recommendation of the Special Committee and after consideration of the advice 
of legal and financial advisors to Special Committee and Xceed, that the Plan 
of Arrangement is in the best interests of Xceed. Canaccord Genuity Corp., 
Xceed's financial advisor, has provided the Special Committee and the Board 
with an opinion that, as of the date hereof, the consideration payable in 
connection with the Plan of Arrangement is fair, from a financial point of 
view, to Xceed's shareholders. 
Under the Plan of Arrangement, Xceed shareholders will, for each share held, 
receive at their election, subject to adjustment: (i) 0.118 MCAN common shares 
or (ii) $1.75 in cash, or a combination thereof, subject to a maximum of $30 
million in aggregate cash being paid. The implementation of the Plan of 
Arrangement will be subject to approval of 66(⅔)% of shareholders of Xceed 
present at a meeting to be held in May 2013. 
Certain shareholders, including Akemis Holding SARL, Windsor Private Capital 
LP, Chiefswood Holdings Limited and each director and officer of Xceed who is 
a shareholder have agreed to vote in favour of the Plan of Arrangement. 
Collectively, this group of shareholders beneficially owns approximately 
13,248,000 shares of Xceed representing approximately 48.54% of the total 
shares outstanding. 
The Transaction is subject to a number of closing conditions, including court 
approval, the approval of not less than 66(⅔)% of the votes cast by Xceed 
shareholders and regulatory approvals.  
The Agreement provides for, among other things, a non-solicitation covenant on 
the part of Xceed, subject to customary "fiduciary out" provisions and a right 
in favour of MCAN to match any superior proposal. The Agreement also 
provides for a termination fee of $2 million payable by the parties in certain 
specified circumstances and reciprocal expense reimbursement payments of 
$750,000 in certain specified circumstances. 
Mr. Jim Taylor, Chairman of the Special Committee of the Board, said, " We are 
pleased to announce this transaction with MCAN. We believe this transaction 
represents the best outcome resulting from the strategic review process that 
the Special Committee undertook to enhance shareholder value." Mr. Ivan Wahl, 
Chairman of the Board, said, "This Transaction provides Xceed shareholders 
with an opportunity for liquidity and to acquire shares of a strong performer 
in the mortgage industry and capital markets."  
A material change report, which provides more details on the Transaction and 
the Agreement will be filed with the Canadian securities regulators and will 
be available at www.sedar.com and at Xceed's website at www.xceedmortgage.com. 
Shareholders should consult their own investment dealer, stockbroker, bank 
manager, accountant, lawyer or other professional advisor with respect to the 
About Xceed Mortgage 
Xceed Mortgage Corporation, based in Toronto, is a Canadian provider of 
residential mortgages that it originates in Canada. The Company has 
approximately $0.8 billion of mortgages under administration. The Company's 
shares are traded on the Toronto Stock Exchange ("TSX") under the symbol XMC. 
To find out more about Xceed Mortgage Corporation, visit our website at 
Forward-Looking Statements 
Forward-looking statements in this document are based on current expectations 
that are subject to significant risks and uncertainties. Actual results might 
differ materially due to various factors such as the competitive nature of the 
mortgage industry, the ability of the Company to continue to execute its 
growth and development strategy, and the reliance of the Company on key 
personnel. The Company and the Company's management assume no obligation to 
update these forward-looking statements, or to update the reasons why actual 
results could differ from those reflected in these. Additional information 
identifying risks and uncertainties is contained in the company's regulatory 
filings available on its website and at www.sedar.com. 
About MCAN Mortgage Corporation 
MCAN is a public company listed on the TSX under the symbol MKP and is a 
reporting issuer in all provinces and territories in Canada. MCAN also 
qualifies as a mortgage investment corporation ("MIC") under the Income Tax 
Act (Canada) (the "Tax Act"). The Company's primary objective is to generate a 
reliable stream of income by investing its corporate funds in a portfolio of 
mortgages (including single family residential, residential construction, 
non-residential construction and commercial loans), as well as other types of 
financial investments, loans and real estate investments. MCAN employs 
leverage by issuing term deposits eligible for Canada Deposit Insurance 
Corporation ("CDIC") deposit insurance up to a maximum of five times capital 
(on a non-consolidated tax basis) as permitted by the Tax Act. The term 
deposits are sourced through a network of independent financial agents. As a 
MIC, MCAN is entitled to deduct from income for tax purposes 100% of 
dividends, except for capital gains dividends, which are deducted at 50%. Such 
dividends are received by the shareholders as interest income and capital 
gains dividends, respectively. MCAN also participates in the Canada Mortgage 
Bonds program, and other securitizations of insured mortgages. 
Investor Inquiries 
Michael Jones, President and Chief Executive Officer, and Jeff Bouganim,  
Chief Financial Officer will be available to respond to investor  inquiries 
regarding this Arrangement. 
Michael Jones can be reached at: Telephone: (416) 364-7944 Ext.3434 
Jeff Bouganim can be reached at: Telephone: (416) 364-7944 Ext.3335 
SOURCE: Xceed Mortgage Corporation 
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CO: Xceed Mortgage Corporation
ST: Ontario
-0- Mar/26/2013 22:06 GMT
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