Cancellation of January 15, 2019 Special Meeting of Shareholders and New Special Meeting of Shareholders to be held on February 18, 2019
Not for distribution to United States newswire services or for dissemination in the United States.
- Increased cash consideration to $0.82 per common share
- Cancellation of January 15, 2019 Special Meeting of Shareholders
- Special Meeting of Shareholders to be held on February 18, 2019
- February 14, 2019 proxy voting deadline for Shareholders as of January 14, 2019
MONTREAL, Jan. 14, 2019 (GLOBE NEWSWIRE) — Perlite Canada inc. (“Perlite” or the “Corporation”) (TSX-V: PCI) today announced that it has entered into an amendment (the “Amendment”) to the previously announced definitive acquisition agreement dated November 29, 2018 (as amended, the “Acquisition Agreement”) providing that, among other things, holders of common shares of Perlite (the “Shareholders”) will now be entitled to a cash consideration of $0.82 per common share (the “Increased Consideration”) upon closing of the proposed amalgamation (the “Amalgamation”) of Perlite and 9388-6893 Québec lnc., a newly incorporated corporation indirectly owned by Richard Barabé, President and Chief Executive Officer of Perlite and Martin Joyal, Corporate Secretary of Perlite (collectively, the “Principals”), pursuant to which Perlite would be privatized (the “Transaction”). The parties to the Acquisition Agreement have agreed on the Increased Consideration in an effort to secure the necessary shareholder support for the special resolution to approve the Transaction.
The Increased Consideration represents a premium of approximately 36.67% to the closing price of the common shares of the Corporation on the TSX Venture Exchange (the “TSX-V”) on November 28, 2018, the last day of trading prior to the Corporation’s initial announcement concerning the Amalgamation, a premium of approximately 39.04% to the volume-weighted average trading price of the shares in the 20 days of trading on the TSX-V prior to such date and a premium of approximately 34.21% to the volume-weighted average trading price of the shares in the 12 months of trading on the TSX-V prior to such date.
Richter Advisory Group Inc. (“Richter”) has provided the Corporation’s Special Committee comprised of all of its independent directors, with its opinion (the “Fairness Opinion”) that, as of the date hereof, subject to the assumptions, limitations and qualifications contained therein, the Increased Consideration to be received by Shareholders of Perlite other than the Principals (the “Minority Shareholders”) pursuant to the Transaction is fair, from a financial point of view, to the Minority Shareholders.
The Board of Directors of the Corporation (the “Board”), acting on the unanimous recommendation of the Special Committee, unanimously (with interested directors, Richard Barabé and Martin Joyal, having abstained) determined that the amended Transaction is fair to the Minority Shareholders and in the best interests of Perlite and the Minority Shareholders, has approved the Amendment and re-affirmed its recommendation that the Minority Shareholders vote FOR the Transaction.
The Transaction continues to be subject to the same customary closing conditions as previously disclosed, including shareholder approval. Assuming the satisfaction of all conditions, the Transaction is expected to close in the week following such approval.
Voting Information
The Corporation has cancelled the special meeting of Shareholders to be held on January 15, 2019 to provide Shareholders with the opportunity to consider the Increased Consideration and cast their votes in respect of the Transaction.
Shareholders the Corporation will be asked to approve the Transaction at a special meeting (the “Meeting”) to be held on February 18, 2019 at 10:00 a.m. (Eastern time) at the offices of Norton Rose Fulbright Canada LLP, 1 Place Ville Marie, Suite 2500, in Montreal, Québec. The Shareholders entitled to vote at the Meeting are those holders of Common Shares as of the close of business on January 14, 2019.
Your vote is important regardless of the number of shares you hold and the Board urges you to vote.
Votes must be received by Computershare Investor Services Inc., the transfer agent of the Corporation, not later than 10:00 a.m. (Eastern time) on February 14, 2019 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed). Votes previously submitted by way of proxy or voting instruction form in respect of the cancelled January 15, 2019 special meeting will not be considered in respect of the Meeting.
Shareholders who require assistance in voting their proxies may direct their inquiries to Perlite’s proxy solicitation agent, Kingsdale Advisors, by toll-free telephone in North America at 1-866-581-0506.
Further details of the Transaction, including a copy of the Fairness Opinion, and the detailed reasons for the favourable recommendation to Shareholders by the Board and the Special Committee, will be contained in the management proxy circular to be mailed to Shareholders in connection with the Meeting.
About Perlite Canada inc.
Perlite is a company incorporated under the laws of the Province of Quebec which specializes in the processing, distribution and sale of perlite and vermiculite. Perlite and vermiculite are used in the construction, industrial and horticultural sectors. The Corporation produces expanded perlite and exfoliated vermiculite in its two Canadian plants, one is located in Lachine (Quebec) and the second is located in Saint-Pacôme (Quebec). Perlite’s common shares trade on the TSX Venture Exchange under the symbol “PCI”.
Forward-Looking Statements
This press release contains forward-looking statements to which are associated risks and uncertainties. Any statement contained in this present press release that does not constitute an historical fact can be considered as a forward-looking statement within the meaning of the Canadian securities legislation and regulations. In this press release, verbs such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “outlook”, “target”, “goal”, “guidance”, “anticipate”, “plan”, “foresee”, “believe”, “potential”, “project”, or “continue” and other similar expressions indicate generally forward-looking statements. Those statements do not warrant as for the future performance of Perlite Canada inc. and they suppose known and unknown risks as well as uncertainties in such a way that true future perspectives or results of the Corporation may be notably different of future results expressed or implied by these forward-looking statements. Forward-looking information includes, but is not limited to, statements relating to the anticipated benefits of the proposed Transaction for Perlite and its stakeholders, shareholder approval and the anticipated timing of the Meeting and of the completion of the proposed Transaction.
ln respect of the forward-looking statements and information concerning the anticipated benefits of the proposed Transaction, the anticipated timing for the Meeting and the anticipated timing for the completion of the Transaction, Perlite has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary stock exchange and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; and other expectations and assumptions concerning the Transaction. The anticipated timing to hold the Meeting may change for a number of reasons. Although Perlite believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
The risks and uncertainties include, but are not limited to, the satisfaction of the conditions to consummate the Transaction, including the approval of the Transaction by the Shareholders, the occurrence of any event, change or other circumstances that could give rise to termination of the Transaction, a delay in the consummation of the Transaction or failure to complete the Transaction for any other reason, the amount of the costs, fees, expenses and charges or the liabilities related to the Transaction, the failure to realize the expected benefits of the Transaction, and the risks associated with general economic conditions. Failure of the parties to satisfy the conditions to the completion of the Transaction or to complete the Transaction may result in the Transaction not being completed on the proposed terms, or at all. ln addition, if the Transaction is not completed, and Perlite continues as a publicly-traded entity, there are risks that the announcement of the proposed Transaction and the dedication of substantial resources of Perlite to the completion of the Transaction could have an impact on its business and strategic relationships, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure of Perlite to comply with the terms of the Acquisition Agreement may, in certain circumstances, result in it being required to pay an expense reimbursement fee to the Purchaser, the result of which could have an adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.
Consequently, all of the forward-looking statements contained herein are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation.
Unless otherwise noted or the context otherwise indicates, the forward-looking statements in this press release are made as of the date of this press release and, except as required by law, Perlite disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Perlite Canada inc.
Richard Barabé or Martin Joyal: (514) 631-4251, (514) 631-4254 (Fax)