Tag: Maxam Capital

Value is emerging in a broadening market.

Maxam Diversified Strategies – Q3 2024 Commentary

Dear fellow investors,

The Maxam Diversified Strategies Fund¹ gained +8.9% in the third quarter of 2024 to finish the first nine months of the year up +20.7%. Over the last 12 months the fund gained +28.7%.

The fund’s strong performance during the quarter was driven by two takeouts and general strength across the portfolio as capital continued to shift and search for value beneath the surface of the mega caps.

Top-down attentive.

While our investment process is primarily bottom-up in nature (company first), we are macro-aware – taking account of the forces at play.

The third quarter was positive for risk assets overall, however there were two notable bouts of equity market volatility. First in early August when interest rate cut discussions in the U.S. collided with concerns over rising interest rates in Japan, leading to a flash unwind in the Yen carry trade² – The Bank of Japan subsequently quelled these fears saying it would not raise rates amidst unstable markets. The second spell of volatility came in early September when anxieties flared over recent economic news and the upcoming FOMC³ meeting.

Constructively, each episode of market weakness was met with buying that sent markets upwards to fresh highs.

The U.S. Federal Reserve reduced the fed funds rate by 50bps in mid-September, an event that the markets had been anticipating for some time. Then in late September China announced various stimulus measures to support their struggling economy. The rate cuts and stimulus measures have been welcomed by investors, notably drawing some focus to interest rate-sensitive sectors and cyclicals – which are well-represented in the Canadian market.

Interestingly, while short-term rates have come down due to recent central bank policy actions, longer-term bond yields have been creeping upwards. Rising longer-term yields potentially reflect some concern over government debt levels and worries that inflation will pick up again – and they can also suggest that investors are shifting their portfolios towards riskier assets, such as equities.

While some volatility is always to be expected, numerous headwinds are transitioning to tailwinds that are broadly supportive of equities – the elements are in place to draw investor attention towards the many quality companies that have lagged, are growing, and trade at attractive prices.

Bottom-up focused.

Performance was generally positive across the portfolio during the quarter, notable positive contributors included: Hamilton Thorne, Heroux-Devtek, MDA Space, Kraken Robotics, VitalHub and Cipher Pharmaceuticals.

MDA Space, mentioned above, is a relatively new addition to the portfolio – we first acquired shares of MDA in September 2023 and have recently added to our position. MDA provides robotics, satellite systems, and technology to the space industry.

We have experience investing in the space industry, with previous successful investments in Norsat International, COM DEV International and exactEarth⁴. This industry is enjoying a resurgence again and MDA is benefiting from it. The company has a large and growing backlog of business and trades at an attractive valuation.

We were quite active during the third quarter, adding to some existing holdings when volatility presented us with opportunity, and initiating some new ones. We have also taken profits in some holdings where the catalysts or events we were targeting have occurred, and reduced or exited some names where we believe the risk-reward equation is no longer weighted in our favour.

M&A giveth (and taketh away).

Early in the quarter, two of our core holdings announced that they had agreed to be acquired by private equity funds. First, Heroux-Devtek, an aerospace manufacturer that specializes in landing gear for civil and military aircraft, said that it had agreed to be acquired by Platinum Equity, a U.S. based private equity firm. A little more than a week later, long-time holding Hamilton Thorne announced that it would be acquired by European private equity firm, Astorg Partners.

As Col. John “Hannibal” Smith of A-Team fame said: “I love it when a plan comes together”⁵. But, if you ever watched this 1980’s TV series, you’ll know that ‘the plan’ rarely went smoothly!

We of course have a plan, a thesis, for each of our holdings, but equities rarely move in a straight line. For example, we have owned Hamilton Thorne for several years and mentioned it in our quarterly commentaries on at least 10 different occasions – sometimes we mentioned it was additive to performance, and other times subtractive.

It is nice to see a short-term boost to performance, but it is somewhat bittersweet to have Hamilton Thorne leaving our portfolio as we believe its go-forward prospects are in excess of what we are realizing today.

While Hamilton Thorne’s business (lab instruments, consumables, and services for the assisted reproductive technology industry) is quite different from H2O Innovation’s (water infrastructure and technology), the up and down and up journey, concluding with an eventual takeout (discussed here), was quite similar.

Hamilton Thorne’s share price had recently come under pressure – getting no love from investors, albeit in a still difficult environment for smaller companies – resulting in a valuation that we believed was disconnected from its long-term value. We had begun to add to our position again, and then, like with H2O, private equity swooped in.

If you are noticing a theme…

M&A activity is highlighting where the value is. With many quality, small and mid-cap companies trading at unreasonably low valuations, or material discounts to their larger peers, we expect to see an uptick in M&A. Either the market will provide deserving businesses with a reasonable valuation, or an opportunistic acquiror will.

Value is emerging in a broadening market.

In our previous quarterly commentary, we stated that the ingredients were largely in place for the market to continue broadening beyond the mega-caps that dominated equity markets in 2023 and early this year. Cooling inflation and now interest rate cuts should help support that shift.

There are risks out there, as always, but we will work to selectively take advantage of any volatility with our company-specific and value-oriented approach – an approach that we believe is particularly well-suited to this shifting environment.

We continue to see attractive value in specific names and certain segments of the market – and we look forward to growth and catalysts on the horizon for our holdings.

Thank you for your trust and confidence. Please reach out with any questions.

This information is intended to provide you with information about the Maxam Diversified Strategies Fund and is not an offer to sell or solicit. Disclosed performance is based on Class X, A and F units and is net of all fees and expenses. Inception date for Class X is June 30, 2009; Class A is December 31, 2012 and; Class F is January 31, 2013. The performance fees on Class X units are subject to a 5% annualized hurdle. Important information about the Fund is contained in the Simplified Prospectus and Fund Facts which should be read carefully before investing. Prior to August 24, 2022 this Fund was offered via Offering Memorandum only and was not a reporting issuer. Historical audited financial statements for this period are archived here. The expenses of the Fund would have been higher during such period had the Fund been subject to the additional regulatory requirements applicable to a reporting issuer. Prior to becoming a reporting issuer, the Fund was not subject to the investment restrictions and practices in NI 81-102. Important information about the Fund is contained in the Fund’s Simplified Prospectus, which should be read before investing. This presentation is neither an offer to sell securities nor a solicitation to sell securities. The securities of the Fund are sold only through IIROC registered dealers in those jurisdictions where it may be lawfully offered for sale. Accredited investors or certain other qualified investors may also purchase securities through Maxam Capital Management Ltd in reliance on certain prospectus exemptions available in National Instrument 45-106. Investors should consult with their own investment advisor and obtain a copy of our applicable Simplified Prospectus and Fund Facts documents before investing in the Fund. Investors should seek advice on the risks of investing in the Fund before investing. This document may contain forward-looking statements. These forward-looking statements are based upon the reasonable beliefs of Maxam Capital Management Ltd. at the time they are made and are not guarantees of future performance, are subject to numerous assumptions, and involve risks and uncertainties about general economic factors which may change over time. Maxam assumes no duty, and does not undertake, to update any forward-looking statement and cautions you not to place undue reliance on these statements as actual events or results may differ materially from those expressed or implied in any forward-looking statements made. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Simplified Prospectus before investing. Any indicated rates of return are the historical annual total returns including changes in value and reinvestment of all distributions and does not take into account sales, redemption, distribution or optional charges or income taxes payable by any unitholder that would have reduced returns. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated. This document is not intended to provide legal, accounting, tax or investment advice. Please consult an investment advisor and read the prospectus for the Maxam Diversified Strategies Fund prior to investing.

A shifting environment leads to positive tailwinds for deal activity.

Maxam Arbitrage Fund – Q3 2024 Commentary

Dear fellow investors,

The Maxam Arbitrage Fund¹ gained +1.1% in the third quarter of 2024.

Performance in the third quarter was driven by seven successful deal closures and some spreads narrowing to our benefit as deals advanced towards completion. In addition, our SPAC positions benefitted from liquidations, extensions, and the growth of cash held in-trust.

Attractive yields across our opportunity set and an improving environment for M&A activity supports our positive outlook for arbitrage.

Looking back.

New deal activity was steady during the third quarter. We added 66 new definitive deals to our database, plus another eight non-definitive or hostile situations. Year-to-date we’ve added 203 definitive deals to our database which is ahead of 175 deals added through the first three quarters of 2023.

Similar to previous quarters, there continues to be lots of M&A activity in the small and mid-cap segments of the market with 70% of the deals added to our database in Q3 under $1 billion in market cap.

The fund initiated 25 new merger arbitrage positions during the quarter, had seven successful deal closures and experienced zero deal breaks.

Notable owned deals that successfully closed during the quarter included: Apartment Income REIT, TSR Inc, Everbridge, Altus Power, Cerevel Therapeutics, Park Lawn and UGE International.

At the end of the third quarter the fund was well diversified across 42 merger arbitrage positions.

Looking forward.

Deal activity has been improving, but it’s been a challenging environment for M&A over the last few years due to high inflation, elevated interest rates, and aggressive regulators. However, those headwinds are now dissipating, and we see tailwinds that support a favourable outlook for arbitrage.

In our last quarterly commentary, we stated that interest rates had likely plateaued and appeared poised to start declining. We’ve now seen two 25bps cuts from the Bank of Canada this year and the U.S. Federal Reserve reduced the fed funds rate by 50bps in September – its first cut in four years. Lower interest rates not only provide relief to indebted consumers and businesses, but they also make it cheaper for strategic buyers and private equity funds to employ leverage to make acquisitions. Supporting new deal activity even further is record amounts of undeployed private equity capital.

In addition to easier credit conditions – solid balance sheets, improving corporate profits and rising stock prices provide executives with the confidence to make acquisitions.

The current regulatory environment under the Biden administration has been one of the most aggressive antitrust regimes in recent decades – frustrating several high-profile transactions and likely delaying other tie-ups – so, it should come as no surprise that the tightly contested U.S. presidential election is being watched very closely by both dealmakers and arbitrageurs.

While a Trump administration is expected to be much more deal-friendly, Harris has reportedly been courting Wall Street and coming under pressure from some large donors to make leadership changes in antitrust enforcement².

Whoever takes over in the oval office, it appears brighter days may be on the horizon for dealmakers.

SPAC from the dead.

In our Q2 commentary we noted a pick-up in SPAC IPOs during May and June – a trend that continued into the summer months. 18 new SPACs went public in the third quarter, including nine in August alone which was the highest monthly total since March 2022. This brings the year-to-date IPO count to 34 and nearly US $6 billion of capital raised, far surpassing the entire 2023 total when less than US $4 billion of new issuance came to market³. It might be zombie like levels compared to the bubble years of 2020 and 2021, but it’s nonetheless encouraging to see some signs of life in SPAC IPOs.

At the end of September there were 206 listed SPACs, down 12 during the quarter with the above-noted IPOs offset by closed deals and 11 liquidations³. Despite the shrinking universe, the aggregate value of all SPAC trusts increased slightly over the quarter to US $13.3 billion with new IPOs more than making up for those disappearing due to de-SPACs and liquidations.

Return estimates for existing SPACs continue to be healthy – the median IRR was north of 6% in Q3, and this has continued into Q4 – representing a compelling low-risk proposition with SPAC trust accounts invested in short-term government T-bills.

The end of the year is often a busy time for corporate actions with many SPAC sponsors weighing the pros and cons of liquidating or extending. Consideration is made as to whether the cost savings of winding up before year end outweigh the sponsor’s confidence in finding a quality deal. Such corporate actions can provide additional SPAC arbitrage opportunities.

Overall, we continue to see a healthy and low-risk opportunity set within the SPAC universe. The fund was diversified across 66 SPACs at the end of the third quarter.

Headwinds shifting to tailwinds.

We won’t call it a perfect storm, but we expect the pace of new deals to increase, driven by lower interest rates, significant undeployed private equity capital, a less challenging regulatory environment and rising corporate confidence.

While the most regulatory-challenged deals – such as Capri/Tapestry and Albertsons/Kroger – trade at very wide spreads, merger arbitrage yields on uncomplicated deals continue to trade in the high single and low-double digit annualized range. In particular, we continue to see healthy activity and attractive yields in small and mid-capitalization transactions, an appealing opportunity set that we are taking advantage of.

Maxam Arbitrage Fund has demonstrated its unique value over the last few years – generating positive returns during both equity and bond market volatility – providing investors with the ability to diversify risk and create more robust portfolios. With the recent interest rate moves and action in the bond market, a strategy like arbitrage makes a lot of sense to have in the mix.

We expect arbitrage to generate positive returns regardless of the market environment – and we think we have a particularly attractive environment in front of us. Thank you for your trust and confidence. Please don’t hesitate to reach out with any questions.

¹ Maxam Arbitrage Fund, Class F, net of fees and expenses. Inception date October 1, 2020. Please contact us regarding other series of fund units or visit our website www.maxamcm.com

² https://ohiocapitaljournal.com/2024/10/18/both-presidential-candidates-are-courting-wall-street-will-antitrust-enforcement-be-the-cost/

³ SPAC data is from spacresearch.com

Maxam Capital Management Ltd. is the manager for the Maxam Arbitrage Fund. Important information about the Fund is contained in the Fund’s Simplified Prospectus, which should be read before investing. This presentation is neither an offer to sell securities nor a solicitation to sell securities. Disclosed historical returns for periods greater than one year are annualized unless otherwise noted and are net of fees and expenses. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Simplified Prospectus before investing. Any indicated rates of return are the historical annual total returns including changes in value and reinvestment of all distributions and does not take into account sales, redemption, distribution or optional charges or income taxes payable by any unitholder that would have reduced returns. Mutual funds are not guaranteed, their values change frequently, and past performance may not be repeated. This document is not intended to provide legal, accounting, tax, or investment advice. Please consult an investment advisor and read the prospectus for the Maxam Arbitrage Fund prior to investing. Please contact us for more information at: (604) 685-0201 info@maxamcm.com www.maxamcm.com

An inflection point for the markets as headwinds shift to tailwinds for small/mid caps and value. Let’s go!

Maxam Diversified Strategies – Q2 2024 Commentary

Dear fellow investors,

The Maxam Diversified Strategies Fund¹ gained +0.4% in the second quarter of 2024 to finish the first six months of the year up +10.9%. Over the last 12 months the fund gained +17.5%.

Equity and bond market performance was mixed during the second quarter as investors analyzed shifting economic and inflation data, looking for signals as to the direction of interest rates. Market breadth (essentially the number of companies participating in a market move) was also mixed, showing signs of broadening out early in the quarter as inflation cooled, before narrowing in June – and now in July, breadth has distinctly broadened again.

The big and small picture.

It is a well-known narrative by now – as central banks raised interest rates to tackle surging inflation, equity markets broadly declined before investors eventually sought the relative safety and growth of the mega caps, primarily technology companies which also ended up benefitting from excitement surrounding the artificial intelligence theme. Conversely, small and mid-cap companies – which are perceived as being more sensitive to the economy, inflation and interest rates – suffered disproportionately from investor outflows and disinterest.

This dynamic has resulted in a bifurcated market. At the narrow top end, significant growth and multiple expansion for many of the mega caps has left them valued with little margin for error. And in contrast, beneath the surface of the mega caps, there are many quality companies that trade at very attractive prices, offering compelling value to investors.

The Bank of Canada has already cut interest rates, and the U.S. Federal Reserve is signaling that they too will begin to normalize monetary policy – with markets forecasting a greater than 80% probability of an interest rate cut in September.

This is an important inflection point for the markets, because the above-mentioned headwinds – which led investors to shun small and mid-capitalization companies resulting in their significant underperformance – have now shifted to tailwinds that support their resurgence.

M&A leads the way.

A trend that we have been highlighting over the last few quarters is the pick-up in takeover activity. While we are not yet back to pre-Covid M&A levels, deal volumes have been solid and appear poised to improve with the shifting environment.

We have already begun to see an increase in small and mid-capitalization takeout activity as strategic and financial buyers opportunistically take advantage of attractive valuations. We covered this trend in more detail in our Maxam Arbitrage Fund Q2 commentary, including how we benefit from it in that unique and low-risk strategy.

Expected to drive even more deal activity is the increasing pressure that private equity firms are under to deploy their record US $1.2 trillion of capital – more than 26% of which was raised over four years ago².

Some notable takeouts over the last several months north of the border include: Q4 Inc, Spark Power, Opsens, H2O Innovation, Neighbourly Pharmacy, MediaValet, Indigo Books & Music, mdf commerce, Park Lawn, Nuvei, Copperleaf Technologies, UGE International, Canadian Western Bank, Heroux Devtek, Stelco, and Hamilton Thorne.

Not all of these companies are your typical household names, but hopefully you’ll recognize a few as some of our holdings. And the fact that these names are not well-known is instructive as to the value and opportunity that is available in the lesser-known segments of the market.

While a takeout is not typically the sole focus of our investment thesis for a company, we are generally pleased to see other sophisticated investors pay a material premium for a company that we are invested in – as long as the consideration paid is fair and full, and our shares are not taken away from us too early.

We expect there will be a lot more M&A activity on the horizon.

Activity, positions, and exposures.

As mentioned earlier, the second quarter was mixed from a performance perspective. The fund was up in both April and May before giving back some of those gains in June to finish the quarter up +0.4%¹.

A dynamic at play in Canada during June was the federal Liberal government’s increase in the capital gains inclusion rate that became effective on June 25^th, 2024. The impending tax change led many of the year-to-date leaders, including some of our holdings, to experience some selling pressure as investors took action to crystallize capital gains ahead of the new rule coming into effect. This tax-driven selling was non-fundamentals based, and temporary in nature, presenting us with an opportunity to add to some of our favourite companies.

Some noteworthy companies that influenced the fund’s second quarter performance included:

Heroux Devtek, an aerospace manufacturer that specializes in landing gear for civil and military aircraft, appreciated after reporting record results that were ahead of expectations.

Westaim, a financial services investment company, gained after announcing that it sold a significant stake in its insurance subsidiary as well as reporting strong quarterly results.

Shares in transit bus manufacturer NFI Group increased in value after reporting strong new bookings and on market expectations that the stock would become a constituent in Canada’s S&P/TSX Composite index – which it ultimately did join in June.

Sylogist, a provider of mission-critical software to the public sector, moved higher following investor update meetings and on news that its larger peer, Blackbaud, had received takeover interest.

Detracting from performance in the second quarter was Ag Growth International. Shares in the equipment and solutions provider to the agriculture industry declined after the company reported quarterly results that missed expectations. Then, towards the end of May, shares rebounded on news that the company had received an unsolicited proposal to purchase the company – which they rejected as insufficient.

At the end of the second quarter the fund was well diversified across all 11 sectors with the top 25 positions accounting for 57% of net assets. From a strategy perspective, fund exposures include 73% in fundamental longs, 21% in special situations, 4% in convertible debentures, 4% in arbitrage, and 2% gross exposure in short positions.

A quick ‘subsequent to quarter end’ note: As you may have noticed in our comments above on M&A activity, Hamilton Thorne and Heroux Devtek, two of our core positions, announced in July that they have agreed to be acquired by private equity funds. Who’s next? We don’t know, but we have no doubt that many of our current holdings would be attractive acquisition targets.

The ingredients.

With declining inflation, interest rate cuts commencing, and certain segments of the market perhaps no longer representing good value – the elements are in place to draw investor attention towards the many quality companies that have lagged, are growing, and trade at attractive prices.

We are mindful that it is prudent to expect some volatility in a shifting market environment. There is always a wall-of-worry to climb – today investors face questions regarding economic growth, ongoing geopolitical conflicts, and a fiercely contested U.S. presidential election.

If there is a market pullback (and there usually is), we will be selectively taking advantage of it with our company-specific and value-oriented approach – an approach that we believe is particularly well-suited to this shifting environment.

Thank you for your trust and confidence. Please reach out with any questions.

This information is intended to provide you with information about the Maxam Diversified Strategies Fund and is not an offer to sell or solicit. Disclosed performance is based on Class X, A and F units and is net of all fees and expenses. Inception date for Class X is June 30, 2009; Class A is December 31, 2012 and; Class F is January 31, 2013. The performance fees on Class X units are subject to a 5% annualized hurdle. Important information about the Fund is contained in the Simplified Prospectus and Fund Facts which should be read carefully before investing. Prior to August 24, 2022 this Fund was offered via Offering Memorandum only and was not a reporting issuer. Historical audited financial statements for this period are archived here. The expenses of the Fund would have been higher during such period had the Fund been subject to the additional regulatory requirements applicable to a reporting issuer. Prior to becoming a reporting issuer, the Fund was not subject to the investment restrictions and practices in NI 81-102. Important information about the Fund is contained in the Fund’s Simplified Prospectus, which should be read before investing. This presentation is neither an offer to sell securities nor a solicitation to sell securities. The securities of the Fund are sold only through IIROC registered dealers in those jurisdictions where it may be lawfully offered for sale. Accredited investors or certain other qualified investors may also purchase securities through Maxam Capital Management Ltd in reliance on certain prospectus exemptions available in National Instrument 45-106. Investors should consult with their own investment advisor and obtain a copy of our applicable Simplified Prospectus and Fund Facts documents before investing in the Fund. Investors should seek advice on the risks of investing in the Fund before investing. This document may contain forward-looking statements. These forward-looking statements are based upon the reasonable beliefs of Maxam Capital Management Ltd. at the time they are made and are not guarantees of future performance, are subject to numerous assumptions, and involve risks and uncertainties about general economic factors which may change over time. Maxam assumes no duty, and does not undertake, to update any forward-looking statement and cautions you not to place undue reliance on these statements as actual events or results may differ materially from those expressed or implied in any forward-looking statements made. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Simplified Prospectus before investing. Any indicated rates of return are the historical annual total returns including changes in value and reinvestment of all distributions and does not take into account sales, redemption, distribution or optional charges or income taxes payable by any unitholder that would have reduced returns. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated. This document is not intended to provide legal, accounting, tax or investment advice. Please consult an investment advisor and read the prospectus for the Maxam Diversified Strategies Fund prior to investing.

More M&A… including some action up North!

Maxam Arbitrage Fund – Q2 2024 Commentary

Dear fellow investors,

The Maxam Arbitrage Fund¹ gained +1.1% in the second quarter of 2024.

Performance in the second quarter was driven by 16 successful deal closures and our SPAC positions benefitting from liquidations, extensions, and the growth of cash held in-trust.

Attractive yields across our opportunity set and an improving environment for M&A activity supports our positive outlook for arbitrage.

Looking back.

The quantum of announced mergers and acquisitions continued to improve during the second quarter of 2024. We added 74 new definitive deals to our database, a 17% increase over the previous quarter and a 28% increase over Q2 2023.

The fund initiated 24 new merger arbitrage positions during the quarter, had 16 successful deal closures and experienced zero deal breaks.

Notable owned deals that successfully closed during the quarter included: Daseke, MediaValet, Orford Mining, Societal CDMO, IBEX Technologies, Think Research, NEOGAMES, Tricon Residential, Agitili Inc, ZeroFox Holdings, SP Plus, MDF Commerce, The LS Starrett co, Indigo Books & Music, Via Renewables, and Taro Pharmaceutical Industries.

At the end of the second quarter the fund was well diversified across 27 merger arbitrage positions.

Looking forward… to more M&A.

The improvement in deal volumes is encouraging, particularly against a backdrop where higher interest rates, a challenging regulatory environment, and U.S. election year uncertainty have undoubtedly hampered activity – especially for larger and complex transactions.

Continuing a trend that we have been highlighting, M&A activity was robust in the small and mid-capitalization segments of the market during the second quarter. Smaller companies are trading at much cheaper valuations than their larger brethren, making them accretive targets for opportunistic buyers. This continues to be an attractive portion of the arbitrage opportunity set for us to invest in – and we are also benefiting from this dynamic in our equity fund, the Maxam Diversified Strategies Fund.

And there is reason to be optimistic that deal activity will continue to increase and broaden out. Interest rates have likely plateaued and appear poised to start declining, providing would-be acquirors with additional financial flexibility and firepower. The prospect of a Republican administration would also likely create a more predictable regulatory environment for deal-makers – although we suspect many larger transactions may wait for the outcome of the US election before proceeding.

Supporting future deal activity even further is the increasing pressure that private equity firms are under to deploy their record US $1.2 trillion of capital – more than 26% of which was raised over four years ago².

Northern lights.

Many of our positions tend to be in deals south of the border, where there is consistently a variety of solid deals to choose from. Canada is a much smaller market than the U.S. both from a capitalization perspective and in terms of the number of companies – and thus typically experiences less deal activity as a result. 

Of late, we are seeing an increase in takeover activity up North – certainly in part due to the attractive valuations that many quality Canadian companies trade at relative to their US counterparts. From cemetery and funeral services provider Park Lawn and payment technology company Nuvei to decision analytics company Copperleaf Technologies and community solar project developer UGE International – there are some solid deals with attractive arbitrage yields to choose from.

I had a flashback to 1998 when the news hit the wire on July 11^th that National Bank had reached an agreement to acquire Canadian Western Bank.

26 years ago, Canada’s finance minister did not allow the proposed mergers of Royal Bank + BMO and TD + CIBC to go through – citing too much power in the hands of too few banks and a significant reduction of competition.

While the National + CWB transaction is likely to be a longer dated deal, perhaps with some political twists and turns, this is a different deal in a different competitive landscape than the 1998 proposed bank mergers.

Deal activity is picking up, and there is lots to do… including up here in Canada.

Dr. Market, is that a pulse?

After only six SPAC IPOs in the first quarter and zero in April, the SPAC market came to life in May and June with the biggest new issuance quarter in two years. 10 new SPACs raised over US $1.8 billion in the quarter, a promising sign given that all of 2023 saw less than US $4 billion raised. While still a far cry from the lofty issuance years of 2020 and 2021 – when nearly US $250 billion was raised in two years – it is encouraging to see fresh (or recycled) capital being deployed into SPACs.

There were 218 listed SPACs at the end of the second quarter, inclusive of the new IPOs, which is 17 fewer than the previous quarter as closed deals and liquidations outnumbered new issuances³.

Risk adjusted returns across the SPAC universe are healthy – the projected median IRR was above 6% for most of the second quarter, and this has continued into Q3. The SPAC market remains actionable for our nimble and active approach, allowing us to high-grade our holdings and take advantage of liquidations, extensions and trading opportunities.

At the end of the second quarter the fund was diversified across 66 SPACs.

An attractive and improving opportunity set.

While we are not yet back to pre-Covid M&A activity levels, deal volumes have been solid and appear poised to improve with the anticipation of interest rate cuts, a broadening of market breadth and private equity buyout funds sitting on record amounts of undeployed capital.

Existing merger arbitrage yields on solid and uncomplicated deals are as attractive as we have seen in several years. And SPACs, backed by T-bills held in-trust, continue to offer very attractive risk-adjusted yields.

Maxam Arbitrage Fund has demonstrated its unique value over the last few years – during both equity and bond market volatility – providing investors with the ability to diversify risk and create more robust portfolios.

We expect arbitrage to generate positive returns regardless of the market environment – and we think we have a particularly attractive environment in front of us.

Thank you for your trust and confidence. Please don’t hesitate to reach out with any questions.

¹ Maxam Arbitrage Fund, Class F, net of fees and expenses. Inception date October 1, 2020. Please contact us regarding other series of fund units or visit our website www.maxamcm.com

² https://commercial.bmo.com/en/us/resource/mergers-acquisitions/specialty-finance/middle-market-ma-update-q2-2024/

³ SPAC data is from spacresearch.com

Maxam Capital Management Ltd. is the manager for the Maxam Arbitrage Fund. Important information about the Fund is contained in the Fund’s Simplified Prospectus, which should be read before investing. This presentation is neither an offer to sell securities nor a solicitation to sell securities. Disclosed historical returns for periods greater than one year are annualized unless otherwise noted and are net of fees and expenses. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Simplified Prospectus before investing. Any indicated rates of return are the historical annual total returns including changes in value and reinvestment of all distributions and does not take into account sales, redemption, distribution or optional charges or income taxes payable by any unitholder that would have reduced returns. Mutual funds are not guaranteed, their values change frequently, and past performance may not be repeated. This document is not intended to provide legal, accounting, tax, or investment advice. Please consult an investment advisor and read the prospectus for the Maxam Arbitrage Fund prior to investing. Please contact us for more information at: (604) 685-0201 info@maxamcm.com www.maxamcm.com

A broadening rally. The shift is on.

Maxam Diversified Strategies – Q1 2024 Commentary

Dear fellow investors,

The Maxam Diversified Strategies Fund¹ gained +5.0% in March, +10.5% in the first quarter of 2024, and +14.2% over the last 12 months.

It was a strong quarter for most risk assets as investor sentiment continued to improve off the October 2023 lows when the US Federal Reserve signaled that its campaign to cool inflation via aggressive interest rate hikes was likely coming to an end – and that we would likely see rate cuts in 2024.

Businesses and consumers have been weathering higher interest rates better than feared, and consensus has trended towards the view that a hard landing for the economy will be avoided. However, while inflation has been tapering lower, it is still higher than desired and proving more difficult to quell than anticipated. As a result, we have seen a re-setting of rate cut expectations from as many as six in 2024 to now (mid-April) as few as one.

Shifting into gear.

Despite interest rate cut expectations moving further out, we have begun to see a broadening of the equity rally beyond the narrow leadership that was a defining characteristic of the markets last year. We view this as constructive because it signals that investors are increasingly comfortable with the shifting market environment.

As investors search for value and opportunity beyond the Magnificent Seven², small and mid-capitalization companies have begun to show some life. Recall that while almost everything lagged the mega cap growth theme, the share prices of smaller companies suffered disproportionately from investor disinterest and capital outflows because, as a group, they are perceived to be more sensitive to the economy, inflation, and interest rates. This dynamic, as we have covered in previous commentaries, has resulted in many quality companies trading at attractive absolute and relative valuations.

We are not alone in seeing value in smaller companies and non-household names – there has been an uptick in small and mid-cap M&A as opportunistic acquirers take advantage of valuation dichotomies present in the marketplace. We expect this activity will continue.

We are encouraged that the shift we are seeing is still in its early stages.

Exposures, activity, and positions.

Strength was broad-based across the fund’s holdings in Q1. Notable positive contributors to fund performance included larger positions in VitalHub, Vecima Networks, Sylogist and Ag Growth International. Other strong performers included DRI Healthcare, Information Services Corp, Kraken Robotics, and Trisura Group. 

Our investment in VitalHub is a good example of the success one can have by identifying an underfollowed company whose valuation is disconnected from its business performance. This provider of enterprise software to the health care space had already put up a series of solid quarters before its Q3 2023 results really caused investors to take notice. Operating in a large addressable market, with a strong balance sheet, solid organic growth, and a pipeline of accretive M&A opportunities, VitalHub has the characteristics of a true compounder.

For Kraken Robotics, our investment thesis was (and is) a mix of strong bottom-up fundamentals and a compelling top-down thesis lining up. Kraken is a marine technology company that designs and supplies advanced sonar and optical sensors, and robotic systems used in military and commercial applications. The company’s leading-edge products are seeing very strong demand from the defense industry. We purchased our initial position in Kraken when it was relatively unknown – and it still isn’t that well known today – but we expect that will change. Kraken’s management team has shown confidence in their growth outlook by recently providing revenue guidance for the first time and outlining a large pipeline of opportunities.

At the end of the first quarter the fund was well diversified across all 11 sectors with the top 25 positions accounting for 55% of net assets. From a strategy perspective, fund exposures include 77% in fundamental longs, 22% in special situations, 4% in convertible debentures, 6% in arbitrage, and 2% gross exposure in short positions.

What’s to come.

In our 2023 year-end commentary we discussed the notion that “narrow markets and low expectations convey significant opportunity.”

While we are encouraged that investor sentiment has generally improved and that markets are a little less narrow than they were a few months ago, there is still a wall-of-worry facing investors → stubborn inflation, uncertainty regarding interest rates, questions regarding economic growth, and geopolitical conflicts. Many of these fears continue to be reflected in securities prices today, resulting in an environment that continues to be well-suited to our company-specific and value-oriented approach.

It is prudent to expect some volatility in a shifting market environment. If there is a market pullback (and there usually is), we will be selectively taking advantage of it.

With valuations in our favour and investor attention beginning to look beneath the surface of the large caps and household names, we believe that we are in a fertile investment environment with a compelling set-up in front of us.

We are excited about the potential returns ahead.

Thank you for your trust and confidence. Please reach out with any questions.

This information is intended to provide you with information about the Maxam Diversified Strategies Fund and is not an offer to sell or solicit. Disclosed performance is based on Class X, A and F units and is net of all fees and expenses. Inception date for Class X is June 30, 2009; Class A is December 31, 2012 and; Class F is January 31, 2013. The performance fees on Class X units are subject to a 5% annualized hurdle. Important information about the Fund is contained in the Simplified Prospectus and Fund Facts which should be read carefully before investing. Prior to August 24, 2022 this Fund was offered via Offering Memorandum only and was not a reporting issuer. Historical audited financial statements for this period are archived here. The expenses of the Fund would have been higher during such period had the Fund been subject to the additional regulatory requirements applicable to a reporting issuer. Prior to becoming a reporting issuer, the Fund was not subject to the investment restrictions and practices in NI 81-102. Important information about the Fund is contained in the Fund’s Simplified Prospectus, which should be read before investing. This presentation is neither an offer to sell securities nor a solicitation to sell securities. The securities of the Fund are sold only through IIROC registered dealers in those jurisdictions where it may be lawfully offered for sale. Accredited investors or certain other qualified investors may also purchase securities through Maxam Capital Management Ltd in reliance on certain prospectus exemptions available in National Instrument 45-106. Investors should consult with their own investment advisor and obtain a copy of our applicable Simplified Prospectus and Fund Facts documents before investing in the Fund. Investors should seek advice on the risks of investing in the Fund before investing. This document may contain forward-looking statements. These forward-looking statements are based upon the reasonable beliefs of Maxam Capital Management Ltd. at the time they are made and are not guarantees of future performance, are subject to numerous assumptions, and involve risks and uncertainties about general economic factors which may change over time. Maxam assumes no duty, and does not undertake, to update any forward-looking statement and cautions you not to place undue reliance on these statements as actual events or results may differ materially from those expressed or implied in any forward-looking statements made. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Simplified Prospectus before investing. Any indicated rates of return are the historical annual total returns including changes in value and reinvestment of all distributions and does not take into account sales, redemption, distribution or optional charges or income taxes payable by any unitholder that would have reduced returns. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated. This document is not intended to provide legal, accounting, tax or investment advice. Please consult an investment advisor and read the prospectus for the Maxam Diversified Strategies Fund prior to investing.

Solid deal flow + Attractive arbitrage yields.

Maxam Arbitrage Fund – Q1 2024 Commentary

Dear fellow investors,

The Maxam Arbitrage Fund¹ gained +0.6%in the first quarter of 2024.

Positive fund performance for the first quarter was driven by 15 successful M&A deal closures but impacted by one deal break. Our SPAC holdings were also positive contributors to performance as they continued to benefit from liquidations, extensions, and the ongoing growth of cash held in-trust.

We have a positive outlook for arbitrage in the current environment. Deal flow is solid – and we think poised to improve – and arbitrage spreads are as attractive as we’ve seen in several years.

Megadeals and more beneath the surface.

New M&A deal flow in the first quarter was encouraging, especially considering cautious expectations due to higher interest rates, a still challenging regulatory environment, and election year uncertainty.

Several megadeals helped fuel a more than 20% rise in global deal values during the first quarter – there were 10 deals valued at more than US$10 billion, including two over US$30 billion².

Let’s be cautious about calling one quarter a trend, but the uptick in large cap M&A deals is a welcome development. Large deal announcements signify some renewed confidence that buyers are increasingly comfortable with the economic landscape, and that they believe they can navigate what continues to be a challenging regulatory environment. And while interest rates remain elevated, lower rates – when they do come – should help fuel more deal activity, especially from the private equity community that is sitting on piles of uncalled capital.

We continue to see lots of new deal activity beneath the surface of the large caps. During the first quarter we added 63 new definitive deals to our database – with 37 of those transactions being under US$1 billion in market capitalization.

Small and mid-cap deal activity should continue to be plentiful with opportunistic acquirors looking to take advantage of some material valuation dichotomies across the market capitalization spectrum. This is an attractive segment of the arbitrage opportunity set for us to take advantage of because, while there are nuances to every deal, smaller deals tend to trade at wider spreads than larger transactions, face less regulatory scrutiny, and close more quickly → less risk and superior IRRs.

The fund initiated 27 new merger arbitrage positions during the quarter and, as mentioned above, had 15 successful deal closures and one deal break.

Some notable owned deals that successfully closed during the quarter included: StarTek, Logistec, Q4, ImmunoGen, Vanstar Mining, Neighbourly Pharmacy, Harpoon Therapeutics, Sovos Brands, Science 37 Holdings, Textainer Group, Karuna Therapeutics, Cymabay Therapeutics, and Farmers Edge.

Our lone deal break during the quarter was Sequans Communications. Would-be acquiror Renesas Electronics abandoned their purchase of Sequans after the company received an adverse tax ruling. As much as we’d like to avoid them all, deal breaks are a reality of an arbitrage strategy. This was just our fourth deal break since launching the fund three and a half years ago (out of over 330 deals invested in) and our overall deal success rate is over 98%. This deal break occurred in late February and the fund had already recovered the decline by mid-March → highlighting the low-drawdown and typically quick recovery nature of the strategy.

At the end of the quarter the fund held 29 merger arbitrage positions.

Still ticking along.

At the end of Q1 there were 235 listed SPACs, down from 270 at the end of 2023 and over 530 at year end 2022. Approximately 70% of the decrease in the quarter came from closed deals, and 30% from liquidations. The decline was partially offset via six new SPAC IPOs, down slightly from nine in Q4 2023.

While the SPAC universe is shrinking, it continues to provide us with an opportunity to earn attractive risk-adjusted returns via liquidations and extensions. SPAC trust account balances grow their capital by investing in T-bills, and we are seeing a healthy number of sponsors offer incentives – topping up trust accounts with additional capital – to compensate shareholders for staying invested another few months while management searches for a deal.

While the traditional IPO market has been slow, if we do see a pick-up in activity it may also portend some optionality coming back into SPACs – namely if investors get excited about announced deals. This optionality is essentially being priced at zero across most SPACs that are still searching for deals, which means we are getting paid to wait. A “call option” that we get paid for? Yes please.

SPAC IRR’s continue to be healthy with the median around 6%, similar to levels at the end of 2023. At the end of the first quarter the fund was invested in 52 SPACs, down from 72 at year-end.

Looking ahead.

Arbitrage yields that we are deploying capital into are as attractive as we’ve seen in several years. Relatively straight forward deals trade in the 7-8% annualized range while some off the radar deals, and those with more uncertainty, trade into the low-to-mid teens. These arbitrage spreads look particularly attractive on an absolute and risk-adjusted basis.

Maxam Arbitrage Fund has demonstrated its unique value over the last few years – during equity and bond market volatility – providing investors with the ability to diversify risk and create more robust portfolios.

We expect arbitrage to generate positive returns regardless of the market environment – and we think we have a particularly attractive environment in front of us.

Thank you for your trust and confidence. Please don’t hesitate to reach out with any questions.

¹ Maxam Arbitrage Fund, Class F, net of fees and expenses. Inception date October 1, 2020. Please contact us regarding other series of fund units or visit our website www.maxamcm.com

² https://www.bnnbloomberg.ca/megadeals-make-a-comeback-to-power-660-billion-m-a-revival-1.2051649

Maxam Capital Management Ltd. is the manager for the Maxam Arbitrage Fund. Important information about the Fund is contained in the Fund’s Simplified Prospectus, which should be read before investing. This presentation is neither an offer to sell securities nor a solicitation to sell securities. Disclosed historical returns for periods greater than one year are annualized unless otherwise noted and are net of fees and expenses. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Simplified Prospectus before investing. Any indicated rates of return are the historical annual total returns including changes in value and reinvestment of all distributions and does not take into account sales, redemption, distribution or optional charges or income taxes payable by any unitholder that would have reduced returns. Mutual funds are not guaranteed, their values change frequently, and past performance may not be repeated. This document is not intended to provide legal, accounting, tax, or investment advice. Please consult an investment advisor and read the prospectus for the Maxam Arbitrage Fund prior to investing. Please contact us for more information at: (604) 685-0201 info@maxamcm.com www.maxamcm.com