|By Marketwired .||
|April 9, 2014 09:51 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/09/14 -- Coast Wholesale Appliances Inc. (TSX: CWA) ("Coast") announced today that a hearing before the British Columbia Securities Commission (the "BCSC") will be held in Vancouver on the afternoon of April 14, 2014 to consider the April 8, 2014 application of CWAL Investments Ltd. ("CWAL") for an order to cease trade Coast's shareholder rights plan (the "Rights Plan").
Coast will oppose CWAL's application at the hearing before the BCSC, which follows CWAL's hostile and opportunistic insider bid launched on March 12, 2014 for all of Coast's outstanding common shares not beneficially owned by CWAL and its joint actors at a price of $4.55 per share (the "Offer").
The Offer is scheduled to expire at 4:00 p.m. (Toronto time) on April 17, 2014, unless extended or withdrawn by CWAL. The ability of CWAL to take-up shares under the Offer is subject to, among other things, a binding cease trade order or an injunction having been issued by the BCSC or court of competent jurisdiction, respectively, and no notice of appeal having been filed, that has the effect of prohibiting or preventing the exercise of the rights or the issue of common shares of Coast upon the exercise of the rights under the Rights Plan in relation to the Offer.
Coast adopted the Rights Plan on March 4, 2014 to ensure: (i) that the Special Committee and the Board of Directors of Coast will have sufficient time to properly develop and pursue alternatives to maximize value for all shareholders; and (ii) that all shareholders of Coast are treated fairly in any transaction involving a change of control of Coast. The Rights Plan encourages potential acquirers to negotiate the terms of offers for the common shares of Coast with the Board of Directors or to make a Permitted Bid (as defined under the Rights Plan).
In particular, making a Permitted Bid would preclude CWAL from acquiring any common shares of Coast under the Offer unless at least 50% of the common shares of Coast held by shareholders, other than CWAL and its joint actors, have tendered their common shares to the Offer. In addition, if that minimum tender condition were met, CWAL would be required to make a public announcement of that fact and keep the Offer open for an additional 10 days to permit other shareholders to tender their common shares to the Offer should they wish to do so.
CWAL chose not to make a Permitted Bid and as a result, its Offer is coercive in addition to being opportunistic. Most importantly, CWAL reserved the right to waive its minimum tender condition in its sole discretion. Therefore, in the absence of the Rights Plan, CWAL could simply take-up approximately 11% of the issued and outstanding shares of Coast and obtain absolute control. CWAL would not be required to notify Coast shareholders if such condition is satisfied or waived, nor would it be required to provide additional time for shareholders to tender to the Offer with the benefit of that information.
The Board of Directors of Coast firmly maintains that the Rights Plan is in the best interests of Coast and its shareholders, as it is the only way to address the risk that shareholders may be coerced into tendering to the financially inadequate Offer out of concern that if they fail to do so, the shareholders may be worse off because they will be holding a minority investment (with reduced liquidity) in a company under the absolute majority control of CWAL.
A special meeting has already been called for May 21, 2014 to allow shareholders the opportunity to vote to retain or abandon the Rights Plan after having access to full and open information. Several key shareholders have already expressed their support for the continued existence of the Rights Plan.
The Board of Directors' recommendation to shareholders of Coast that they REJECT the Offer and DO NOT TENDER their common shares, as well as a more detailed discussion of the reasons for rejecting the Offer, are contained in the Directors' Circular dated March 26, 2014. The Directors' Circular includes an inadequacy opinion from CIBC World Markets Inc., which confirms that the consideration offered to shareholders of Coast pursuant to the Offer is inadequate from a financial point of view to such shareholders. The Directors' Circular is available on SEDAR at www.sedar.com and was mailed to shareholders of Coast on March 27, 2014.
Coast is a leading independent supplier of major household appliances and accessories to builders and developers of multi-family and single-family housing, and to retail customers. Founded in 1978, Coast operates stores across the four western provinces and in the Greater Toronto Area of Ontario, as well as a network of warehouse distribution centres strategically situated to serve these locations.
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 date of the BCSC hearing to consider the application by CWAL for an order to cease trade the Rights Plan and the date of expiry of the Offer. 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.
Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, Coast cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements reflect management's current beliefs and are based on information currently available to Coast. They speak only as of the date hereof, and reflect current assumptions regarding future events and operating performance. These assumptions include, without limitation: slow economic growth in Coast's current market areas; continued fluctuations in exchange rates; continued low interest rates through 2014; continuing cautious credit markets in which Coast's major builder customers obtain financing for their current and future building activities; weak consumer confidence due to the slow economic recovery, which may be reflected in lower retail sales; and no significant change to the total housing starts in 2014 compared to those recorded in 2013.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause actual results of Coast to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: actions taken by CWAL; actions taken by directors, officers and shareholders of Coast in respect of the Offer; the possible effect of the Offer on Coast's business; sensitivity to general economic conditions; changes in consumer confidence in the economy; maintenance of profitability and management of changes in Coast's business; competition; increases to interest rates; reliance on suppliers and their ability to supply product for sale on a timely basis; changes in consumer preferences; changes in the mix of product sales; fluctuations in fuel and commodity pricing, which may impact freight and other costs; usage of extended warranty programs and the costs to deliver these services; changes to planning and supply chain processes; lack of long term supplier agreements; reliance on key personnel; foreign exchange rates as they relate to imported products and Coast's suppliers' costs; and other factors referenced in Coast's continuous disclosure filings which are available on SEDAR at www.sedar.com.
These forward-looking statements are made as of the date hereof and Coast assumes no obligation to update or revise them to reflect new events or circumstances, other than as required by law.
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