Welcome!

News Feed Item

Coast Wholesale Appliances Inc. Announces Arrangement Agreement for a Subsequent Acquisition Transaction

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Recently, IoT seems emerging as a solution vehicle for data analytics on real-world scenarios from setting a room temperature setting to predicting a component failure of an aircraft. Compared with developing an application or deploying a cloud service, is an IoT solution unique? If so, how? How does a typical IoT solution architecture consist? And what are the essential components and how are they relevant to each other? How does the security play out? What are the best practices in formulating...
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
In his session at @ThingsExpo, Arvind Radhakrishnen discussed how IoT offers new business models in banking and financial services organizations with the capability to revolutionize products, payments, channels, business processes and asset management built on strong architectural foundation. The following topics were covered: How IoT stands to impact various business parameters including customer experience, cost and risk management within BFS organizations.
An increasing number of companies are creating products that combine data with analytical capabilities. Running interactive queries on Big Data requires complex architectures to store and query data effectively, typically involving data streams, an choosing efficient file format/database and multiple independent systems that are tied together through custom-engineered pipelines. In his session at @BigDataExpo at @ThingsExpo, Tomer Levi, a senior software engineer at Intel’s Advanced Analytics ...
SYS-CON Events announced today that Elastifile will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Elastifile Cloud File System (ECFS) is software-defined data infrastructure designed for seamless and efficient management of dynamic workloads across heterogeneous environments. Elastifile provides the architecture needed to optimize your hybrid cloud environment, by facilitating efficient...
As DevOps methodologies expand their reach across the enterprise, organizations face the daunting challenge of adapting related cloud strategies to ensure optimal alignment, from managing complexity to ensuring proper governance. How can culture, automation, legacy apps and even budget be reexamined to enable this ongoing shift within the modern software factory?
While some vendors scramble to create and sell you a fancy solution for monitoring your spanking new Amazon Lambdas, hear how you can do it on the cheap using just built-in Java APIs yourself. By exploiting a little-known fact that Lambdas aren’t exactly single-threaded, you can effectively identify hot spots in your serverless code. In his session at @DevOpsSummit at 21st Cloud Expo, Dave Martin, Product owner at CA Technologies, will give a live demonstration and code walkthrough, showing how ...
SYS-CON Events announced today that Golden Gate University will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Since 1901, non-profit Golden Gate University (GGU) has been helping adults achieve their professional goals by providing high quality, practice-based undergraduate and graduate educational programs in law, taxation, business and related professions. Many of its courses are taug...
@DevOpsSummit at Cloud Expo taking place Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center, Santa Clara, CA, is co-located with the 21st International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is ...
The question before companies today is not whether to become intelligent, it’s a question of how and how fast. The key is to adopt and deploy an intelligent application strategy while simultaneously preparing to scale that intelligence. In her session at 21st Cloud Expo, Sangeeta Chakraborty, Chief Customer Officer at Ayasdi, will provide a tactical framework to become a truly intelligent enterprise, including how to identify the right applications for AI, how to build a Center of Excellence to...
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to w...
"We provide IoT solutions. We provide the most compatible solutions for many applications. Our solutions are industry agnostic and also protocol agnostic," explained Richard Han, Head of Sales and Marketing and Engineering at Systena America, in this SYS-CON.tv interview at @ThingsExpo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Given the popularity of the containers, further investment in the telco/cable industry is needed to transition existing VM-based solutions to containerized cloud native deployments. The networking architecture of the solution isolates the network traffic into different network planes (e.g., management, control, and media). This naturally makes support for multiple interfaces in container orchestration engines an indispensable requirement.
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
21st International Cloud Expo, taking place October 31 - November 2, 2017, 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. Me...