|By PR Newswire||
|January 14, 2013 07:28 PM EST||
TORONTO, Jan. 15, 2013 /PRNewswire/ -- ShawCor Ltd. (TSX: SCL.A, SCL.B) ("ShawCor" or the "Company") announced today that the Board of Directors of ShawCor, after careful analysis, consideration and advice from the special committee of independent directors (the "Special Committee"), and advice from independent financial and legal advisors, has unanimously approved and the Company has entered into a definitive agreement with respect to a reorganization proposal negotiated by the Special Committee with ShawCor's controlling shareholder (the "Controlling Shareholder"). The Chair and the Vice-Chair abstained from voting on the transaction.
The proposed reorganization is to be implemented pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act. The shareholders' meeting to consider the arrangement is expected to take place in late March of this year. The arrangement will require a special resolution of ShawCor shareholders approving the transaction in addition to approvals required under applicable securities laws.
The arrangement also requires approval by the Ontario Superior Court of Justice at a hearing to be held following the shareholders' meeting. If approved, the arrangement is expected to close late in the first quarter of 2013 or early in the second quarter.
The Special Committee retained TD Securities Inc. ("TD Securities") to act as its financial advisor and to provide an independent fairness opinion, and received independent legal advice from Stikeman Elliott LLP. Kingsdale Shareholder Services Inc. has been retained as proxy solicitation agent.
Terms of the Transaction
The reorganization proposal contemplates the elimination of ShawCor's dual class share structure through the purchase of all of the Class A and Class B shares of ShawCor by a newly formed Canadian corporation. The new corporation would purchase all of the Class A shares of ShawCor in exchange for new common shares on a 1:1 basis. The new corporation would also acquire all of the Class B shares of ShawCor in exchange for a mix of new common shares and cash. The consideration paid for the Class B shares of ShawCor will be $43.43 in cash or 1.1 new common shares per Class B share, such that 90% of the total consideration will be paid in cash and 10% of the total consideration will be paid in new common shares. At closing, a special dividend of $1.00 per share would be paid on all remaining shares (the record and payment dates for such dividend remain to be determined) and the new corporation and ShawCor would amalgamate, under the name ShawCor Ltd. All issued and outstanding shares would as a result be the same class of common shares.
The closing conditions of the reorganization proposal include, among others, receipt of required ShawCor shareholder approvals, receipt of Toronto Stock Exchange approval, receipt of court approvals, there being no material adverse change in the affairs of ShawCor or applicable laws, and sufficient financing being available to complete the transactions contemplated in the reorganization. ShawCor's board would also retain a "fiduciary out" ability to change its recommendation to shareholders.
Recommendation of the Board and the Special Committee
In approving the definitive agreement and making its recommendation that shareholders (other than the Controlling Shareholder) vote in favour of the reorganization proposal, the Board of Directors and the Special Committee considered the fairness opinion prepared by TD Securities and a number of other factors relating to the fairness of the reorganization proposal.
The factors relating to fairness considered by the Board and the Special Committee included, among others, the following:
- The reorganization transaction is expected to be accretive to ShawCor from an earnings per share perspective.
- The premium to the current trading price and resulting dilution to Class A shareholders is within the range of precedents generally for similar types of transactions.
- The Special Committee has received a fairness opinion from TD Securities that the consideration to be paid to the Class B shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Class A and Class B shareholders, other than the Controlling Shareholder.
- The elimination of the Class B shares may facilitate future change of control transactions following the completion of the transaction. It will also result in a widely held single class structure, and is expected to diversify ShawCor's shareholder base, as many investment mandates exclude investment in companies with dual class structures, and to increase liquidity and provide for enhancing financing flexibility going forward.
- The transaction is subject to shareholder and court approval, and shareholders will be provided with dissent rights.
- After completion of the transaction, all remaining shareholders will receive a $1.00 per share special dividend.
Notice to Investors
This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities.
Forward Looking Information
This document includes certain statements that reflect the Board's and the Special Committee's expectations and objectives for the Company's future performance, opportunities and growth, which statements constitute forward-looking information under applicable securities laws. Such statements, other than statements of historical fact, are predictive in nature or depend on future events or conditions. Forward looking information involves estimates, assumptions, judgments and uncertainties. These statements may be identified by the use of forward-looking terminology such as ″may″, ″will″, ″should″, ″anticipate″, ″expect″, ″believe″, ″predict″, ″estimate″, ″continue″, ″intend″, ″plan″, ″ possibility″ and ″unlikely″, and variations of these words or other similar expressions.
Forward looking information involves known and unknown risks and uncertainties that could cause actual results to differ materially from those predicted by the forward looking information. We caution readers not to place undue reliance on forward looking information, as a number of factors could cause actual events, results and prospects to differ materially from those expressed in or implied by the forward looking information. Significant risks facing the Company include, but are not limited to: changes in global or regional economic activity and changes in energy supply and demand, which impact on the level of drilling activity and pipeline construction; exposure to product and other liability claims; shortages of or significant increases in the prices of raw materials used by the Company; compliance with environmental, trade and other laws; political, economic and other risks arising from the Company's international operations; fluctuations in foreign exchange rates, as well as other risks and uncertainties, as more fully described under the heading "Risks and Uncertainties" in the Company's annual MD&A; as well as the possible effects of a change of control or other significant transaction.
When considering the forward looking information in making decisions with respect to the Company, readers should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not assume the obligation to revise or update forward looking information after the date of this document or to revise it to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.
The foregoing description of the proposed transaction does not purport to be complete and is qualified in its entirety by reference to the copy of the definitive agreement entered into by ShawCor in respect of the reorganization proposal, which will be available at www.sedar.com. ShawCor cautions shareholders and others considering trading in securities of ShawCor that the reorganization proposal is subject to certain material conditions, some of which are beyond ShawCor's control, including shareholder and court approval, and there can be no assurance that the transaction contemplated by the reorganization proposal, or any other transaction, will be completed.
ShawCor Ltd. is an energy services company specializing in products and services for the pipeline and pipe services and the petrochemical and industrial segments of the oil and gas industry. The Company operates through eight divisions with over seventy manufacturing and service facilities located around the world.
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Kingsdale Shareholder Services Inc,
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