News Feed Item

Hillman agrees to acquire H. Paulin & Co., Limited

CINCINNATI and TORONTO, Dec. 18, 2012 /CNW/ - The Hillman Companies Inc. (Amex: HLM.Pr) ("Hillman") and H. Paulin & Co., Limited (TSX: PAP.A) ("Paulin") are pleased to announce that they have entered into a definitive agreement (the "Arrangement Agreement") which provides for the acquisition by Hillman, pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), of all the issued and outstanding Class A common shares (the "Shares") of Paulin for C$27.60 per share (the "Consideration"). The purchase price, payable in cash, represents a total enterprise value of approximately C$103 million.

The Consideration represents a premium of approximately 116% to the 20-day volume weighted average price of the Shares on the TSX as of December 17, 2012. The closing price of the Shares on the TSX on December 17, 2012 was $13.20.

Upon closing, Richard Paulin, President of Paulin, will continue as President of H. Paulin, a division of Hillman Canada.  Mr. Paulin will work with the existing management teams of Paulin and Hillman to integrate the combined Canadian operations.

Max W. ("Mick") Hillman, Jr., Chief Executive Officer of Hillman, said "We began our operations in Canada in 2002, when we opened our Mississauga facility. We have greatly admired the strong distribution system, high quality products, and excellent customer relationships that Paulin has developed.  Under Richard's leadership, we look forward to implementing the best practices of Paulin and Hillman to better serve customers and to grow the combined operations throughout Canada."

"We are excited to become an integral part of the Hillman organization," said Mr. Paulin. "This acquisition joins two great and complementary industry leaders with over 140 years of combined fastener knowledge and innovation that will allow us to take our customer service to new heights."

The transaction is expected to close in the first quarter of 2013, subject to certain customary conditions, including a material adverse change at either Paulin or Hillman, and regulatory approvals, including court approval, and approval of the "majority of the minority" of shareholders. Paulin's controlling shareholders have agreed to support the transaction.

Transaction Details

Paulin's Board of Directors, after consultation with its advisors, and on the recommendation of the Special Committee of Paulin's Board of Directors, has determined that the Consideration is fair to Paulin's shareholders and that the Arrangement is in the best interests of Paulin and recommends that shareholders vote in favour of the Arrangement. The Special Committee consists solely of directors who are independent of management and the controlling shareholders.

Ernst & Young LLP has provided a fairness opinion to the Special Committee and the Board of Directors of Paulin that the Consideration is fair, from a financial point of view, to shareholders of Paulin. Ernst & Young LLP's fairness opinion will be included in the Information Circular (as defined below).

The Arrangement Agreement provides for, among other things, a non-solicitation covenant on the part of Paulin, the right in favour of Hillman to match any superior proposal and the termination fee of $4,139,760 payable to Hillman in certain circumstances including if Paulin accepts a superior proposal.

The terms and conditions of the Arrangement will be summarized in Paulin's management information and proxy circular (the "Information Circular"), which will be filed and mailed to Paulin's shareholders in January 2013.

The Arrangement Agreement will be available on SEDAR at www.sedar.com.

Advisors and Legal Counsel

Barclays is acting as financial advisor to Hillman in connection with the transaction and is providing committed debt financing. Stikeman Elliot LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsel to Hillman. Goodmans LLP is acting as legal counsel to Paulin. Ernst & Young LLP is acting as financial advisor and McCarthy Tétrault LLP is acting as legal counsel to the Special Committee of the Board of Directors of Paulin.

About Paulin
Headquartered in Toronto, Canada, Paulin was founded in 1920 and is a leading Canadian distributor and manufacturer of fasteners, fluid system products, automotive parts and retail hardware components.  Paulin's distribution facilities are located across Canada in Vancouver, Edmonton, Winnipeg, Toronto, Montreal and Moncton, as well as in Flint, Michigan and Cleveland, Ohio.  Paulin's four manufacturing facilities are located in Ontario, Canada.  The Company's customers include retail hardware, industrial and automotive (both Original Equipment Manufacturers and aftermarket).  Annual revenues of Paulin for 2011 were approximately C$139 million.

About Hillman
Founded in 1964 and headquartered in Cincinnati, Ohio, Hillman is a leading value-added distributor of approximately 80,000 SKUs, consisting of fasteners, key duplication systems, engraved tags and related hardware items to over 20,000 retail customers in the U.S., Canada, Mexico, South America and Australia, including home improvement centers, mass merchants, national and regional hardware stores, pet supply stores and other retailers.  Hillman provides a comprehensive solution to its retail customers for managing SKU intensive, complex home improvement categories.  Hillman also offers its customers additional services, such as inventory management and in-store merchandising services.

In May 2010, Oak Hill Capital Partners and Hillman's management team formed a partnership to acquire Hillman.  Oak Hill Capital Partners is a private equity firm with more than $8 billion of committed capital from leading entrepreneurs, endowments, foundations, corporations, pension funds and global financial institutions.  For more information about Oak Hill Capital Partners, visit www.oakhillcapital.com.

SOURCE H. Paulin & Co. Limited

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Enterprises have been using both Big Data and virtualization for years. Until recently, however, most enterprises have not combined the two. Big Data's demands for higher levels of performance, the ability to control quality-of-service (QoS), and the ability to adhere to SLAs have kept it on bare metal, apart from the modern data center cloud. With recent technology innovations, we've seen the advantages of bare metal erode to such a degree that the enhanced flexibility and reduced costs that cl...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, will discuss how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team a...
Without lifecycle traceability and visibility across the tool chain, stakeholders from Planning-to-Ops have limited insight and answers to who, what, when, why and how across the DevOps lifecycle. This impacts the ability to deliver high quality software at the needed velocity to drive positive business outcomes. In his general session at @DevOpsSummit at 19th Cloud Expo, Eric Robertson, General Manager at CollabNet, will discuss how customers are able to achieve a level of transparency that e...
As software becomes more and more complex, we, as software developers, have been splitting up our code into smaller and smaller components. This is also true for the environment in which we run our code: going from bare metal, to VMs to the modern-day Cloud Native world of containers, schedulers and microservices. While we have figured out how to run containerized applications in the cloud using schedulers, we've yet to come up with a good solution to bridge the gap between getting your conta...
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abil...
SYS-CON Events announced today that Streamlyzer will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Streamlyzer is a powerful analytics for video streaming service that enables video streaming providers to monitor and analyze QoE (Quality-of-Experience) from end-user devices in real time.
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Established in 1998, Calsoft is a leading software product engineering Services Company specializing in Storage, Networking, Virtualization and Cloud business verticals. Calsoft provides End-to-End Product Development, Quality Assurance Sustenance, Solution Engineering and Professional Services expertise to assist customers in achieving their product development and business goals. The company's deep domain knowledge of Storage, Virtualization, Networking and Cloud verticals helps in delivering ...
Intelligent machines are here. Robots, self-driving cars, drones, bots and many IoT devices are becoming smarter with Machine Learning. In her session at @ThingsExpo, Sudha Jamthe, CEO of IoTDisruptions.com, will discuss the next wave of business disruption at the junction of IoT and AI, impacting many industries and set to change our lives, work and world as we know it.
The IoT industry is now at a crossroads, between the fast-paced innovation of technologies and the pending mass adoption by global enterprises. The complexity of combining rapidly evolving technologies and the need to establish practices for market acceleration pose a strong challenge to global enterprises as well as IoT vendors. In his session at @ThingsExpo, Clark Smith, senior product manager for Numerex, will discuss how Numerex, as an experienced, established IoT provider, has embraced a ...
DevOps theory promotes a culture of continuous improvement built on collaboration, empowerment, systems thinking, and feedback loops. But how do you collaborate effectively across the traditional silos? How can you make decisions without system-wide visibility? How can you see the whole system when it is spread across teams and locations? How do you close feedback loops across teams and activities delivering complex multi-tier, cloud, container, serverless, and/or API-based services?
Today every business relies on software to drive the innovation necessary for a competitive edge in the Application Economy. This is why collaboration between development and operations, or DevOps, has become IT’s number one priority. Whether you are in Dev or Ops, understanding how to implement a DevOps strategy can deliver faster development cycles, improved software quality, reduced deployment times and overall better experiences for your customers.
Cloud based infrastructure deployment is becoming more and more appealing to customers, from Fortune 500 companies to SMEs due to its pay-as-you-go model. Enterprise storage vendors are able to reach out to these customers by integrating in cloud based deployments; this needs adaptability and interoperability of the products confirming to cloud standards such as OpenStack, CloudStack, or Azure. As compared to off the shelf commodity storage, enterprise storages by its reliability, high-availabil...