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Coast Wholesale Appliances Inc. Announces Arrangement Agreement for a Subsequent Acquisition Transaction
|By Marketwired .
|July 14, 2014 04:25 PM EDT
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/14/14 -- Coast Wholesale Appliances Inc. (TSX:CWA) ("Coast") announced today that it has entered into an arrangement agreement with CWAL Investments Ltd. ("CWAL") to implement a subsequent acquisition transaction (the "Transaction") pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the "CBCA").
On March 12, 2014, CWAL formally commenced a take-over bid to acquire all of the outstanding common shares of Coast not beneficially owned by CWAL and its joint actors. Under the terms of the take-over bid, as amended on April 16, 2014, CWAL offered to acquire all of the outstanding common shares of Coast not beneficially owned by CWAL and its joint actors at a price of $4.65 per share (the "Offer"). On June 20, 2014, CWAL announced the expiration of the Offer. Under the Offer, CWAL acquired a total of 4,432,233 common shares of Coast representing approximately 44.2% of the outstanding common shares of Coast. Together with the common shares held prior to commencement of the Offer, CWAL and its joint actors now hold 8,101,732 common shares of Coast, representing approximately 80.7% of the outstanding common shares of Coast.
Pursuant to the Transaction, CWAL intends to acquire all of the remaining common shares of Coast not tendered to the Offer. The consideration payable under the Transaction will be identical to the consideration under the Offer. The Transaction is subject to customary commercial conditions such as the receipt of regulatory approvals.
Coast will hold a special meeting of shareholders on August 21, 2014 (the "Meeting") for the purpose of considering and, if deemed advisable, passing a special resolution (the "Arrangement Resolution") to approve the Transaction, pursuant to which the holders of common shares of Coast will receive cash consideration of $4.65 for each share held. The Transaction must be approved at the Meeting by: (i) not less than two-thirds of the votes cast by holders of common shares of Coast as at July 21, 2014 (the "Record Date"); and (ii) a majority of the votes cast by holders of common shares of Coast as at the Record Date, after excluding votes cast in respect of common shares of Coast held by CWAL and its joint actors at the commencement of the Offer.
CWAL has advised Coast that it will cause all common shares owned, directly or indirectly, by it to be voted in favour of the Arrangement Resolution. Based on the number of common shares of Coast acquired by CWAL under the Offer, CWAL owns sufficient common shares of Coast to pass the Arrangement Resolution without the support of any other shareholders of Coast.
Upon completion of the Transaction, Coast will apply to delist its common shares from the Toronto Stock Exchange and intends to voluntarily surrender its reporting issuer status or apply to the relevant Canadian securities regulatory authorities for an order declaring Coast to no longer be a reporting issuer.
A management information circular for the Meeting outlining the details of the Transaction is expected to be mailed to Coast's shareholders later in July and will also be available on SEDAR (www.sedar.com).
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 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. Such forward-looking statements and forward-looking information include, but are not limited to: statements concerning the implementation of the Transaction, the holding of the Meeting, the mailing of the management information circular for the Meeting, the application by Coast to delist its common shares from the Toronto Stock Exchange and Coast ceasing to be a reporting issuer.
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, Coast's ability to obtain requisite consents or approvals related to the Transaction.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause actual results 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 shareholders of Coast in respect of the Transaction; the possible effect of the Transaction 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; 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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