|By Marketwired .||
|March 4, 2014 09:29 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/05/14 -- Coast Wholesale Appliances Inc. (TSX:CWA) ("Coast") acknowledges that CWAL Investments Ltd. ("CWAL"), who together with its joint actors own approximately 39.6% of the outstanding common shares of the Coast, has announced its intention to make an unsolicited all-cash offer for all of the issued and outstanding common shares of Coast not beneficially owned by CWAL and its joint actors at a price of $4.55 per share (the "Offer").
Coast has formed a Special Committee of its Board of Directors, consisting of Stephen Bellringer (Chair), Donald Smith and Anthony Soda, each of whom is an independent director, to evaluate the Offer and the alternatives for Coast. The Special Committee has retained CIBC World Markets Inc. ("CIBC") as financial advisor to assist it in considering the Offer and alternatives to maximize value for all shareholders.
CWAL previously indicated to Coast that it was considering making an offer to acquire all of the outstanding common shares of Coast not beneficially owned by CWAL and its joint actors at a price of $4.40 per common share on the condition that such offer be supported by Coast. Based on CIBC's preliminary analysis, the Special Committee determined that this price was below an acceptable range of values representing the fair market value of Coast's common shares. The Special Committee and CIBC relayed this information to CWAL. There were no subsequent discussions between CWAL and Coast.
The Board of Directors of Coast has approved a shareholder rights plan (the "Plan"). The purpose of the Plan is to ensure that the Special Committee and the Board of Directors will have sufficient time to properly develop and pursue alternatives to maximize value for all shareholders.
The Special Committee is in the process of reviewing and evaluating the announcement with its financial and legal advisors and will communicate further with shareholders in accordance with applicable securities laws. Coast recommends that shareholders take no action until the Special Committee has completed its full review of the Offer and the Board of Directors of Coast has provided shareholders with its recommendation in respect of the Offer in a directors' circular.
Forward-Looking Statements and Information
Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements and forward-looking information include, but are not limited to statements concerning the proposal from CWAL, the preparation of a formal valuation by CIBC, the review of the Offer and the provision by the Board of Directors of Coast of its consideration and any recommendations to shareholders. Such statements and information include statements regarding the expectation and beliefs of management and appear in a number of places and often can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information include, but are not limited to statements or information with respect to known and unknown risks, uncertainties and other factors which may cause Coast's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and information. Such factors include, but are not limited to the following: the proposal from CWAL. There can be no assurance that forward-looking statements or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of Coast. Accordingly, readers should not place undue reliance on forward-looking statements or information. All forward-looking statements and information made herein, are qualified by this cautionary statement. These forward looking-statements and forward-looking information are made as of the date of this news release, and, except as required by applicable securities law, Coast assumes no obligation to update or revise them to reflect new events or circumstances.
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