News Feed Item

Northampton enters into arrangement agreement with significant shareholder

TORONTO, Aug. 8, 2014 /CNW/ - Northampton Group Inc. ("Northampton") announced today that it has entered into an arrangement agreement (the "Arrangement Agreement") pursuant to which 2425138 Ontario Inc. (the "Purchaser"), a company controlled by Mr. Deepak Ruparell, will acquire, by way of a court-approved plan of arrangement (the "Arrangement"), all of the outstanding common shares ("Common Shares") and preference shares ("Preference Shares") of Northampton.  Based upon the consideration, the total value of 100% of the currently issued and outstanding Common Shares and Preference Shares is approximately $37.7 million. The Purchaser and Mr. Deepak Ruparell currently own 3,922,550 Common Shares representing approximately 15% of the outstanding Common Shares.

Commenting on the proposed transaction, Mr. Vinod Patel, Chairman and CEO of Northampton said, "I am very pleased with this cash offer for Northampton.  If the Arrangement is completed, holders of Common Shares will receive a substantial cash premium to Northampton's market price and it will represent a liquidity event that will unlock value for all shareholders. I encourage all Northampton shareholders to vote in favour of this transaction."

About the Arrangement

The Arrangement must be approved by the Ontario Superior Court of Justice (Commercial List) and the affirmative vote of (i) 66 2/3% of Northampton shareholders with holders of Common Shares and Preference Shares voting as one class at the annual and special meeting of shareholders that is expected to be held on September 15, 2014 (the "Meeting"), (ii) 50% plus one vote of the votes cast by holders of Common Shares at the Meeting (excluding 3,922,550 Common Shares held by the Purchaser and Mr. Deepak Ruparell) and (ii) 50% plus one vote of the votes cast by holders of Preference Shares at the Meeting.

The completion of the Arrangement is subject to customary closing conditions, including the receipt of any required regulatory approvals.

The Arrangement Agreement also provides for, among other things, unanimous board support and non-solicitation covenants.   In the event of a superior proposal arising, the board of directors of Northampton will, in certain specified circumstances, have the right to change its recommendation that shareholders vote in favour of the Arrangement but Northampton will not have a right to terminate the Arrangement Agreement.

Under the Arrangement, Northampton shareholders will receive cash payments of $1.40 per Common Share and $0.20 per Preference Share from the Purchaser.  Outstanding stock options will be cancelled and the holders thereof will receive a cash payment from Northampton equal to the amount by which $1.40 exceeds the respective exercise price.

The $1.40 cash consideration for each Common Share of Northampton represents a 13.4% premium to the average closing trading price of the Common Shares of Northampton on the TSX Venture Exchange of $1.23 for the 20 trading days ended August 7, 2014 and a 55.6% premium to the average closing price of the Common Shares of Northampton on the TSX Venture Exchange of $0.90 for the 20 trading days ended on July 8, 2014 (the date prior to the initial news release announcing this proposed transaction on July 9, 2014).

The Purchaser intends to fund the cash purchase price from existing resources of Mr. Ruparell and affiliated entities of Mr. Ruparell. The Arrangement is not contingent on any financing condition.

Board Recommendation

The board of directors of Northampton has unanimously approved the Arrangement.

The board of directors of Northampton, after consultation with its financial and legal advisors and based, in part, upon the unanimous recommendation of an independent committee of the board of directors of Northampton, has determined unanimously that the Arrangement is fair to Northampton shareholders and is in the best interest of Northampton. Northampton's board of directors unanimously recommends that the Northampton shareholders vote in favour of the Arrangement.  The Commercial Capital Corporation has provided an opinion to the effect that, as of the date of the opinion and based upon and subject to the assumptions, limitations and qualifications stated in the opinion, the consideration proposed to be paid to the holders of Common Shares (other than the Purchaser and its affiliates) pursuant to the Arrangement is fair, from a financial point of view, including in relation to the holders of the Preference Shares.  Fasken Martineau DuMoulin LLP is acting as legal counsel to Northampton and Aird & Berlis LLP is acting as legal counsel to the independent committee of the board of directors of Northampton.  The Purchaser's legal advisor is Dickinson Wright LLP.

Voting Support Agreements

Holders of approximately 65% of Northampton's issued and outstanding Common Shares and 100% of Northampton's issued and outstanding Preference Shares, including certain of Northampton's directors, officers and a major shareholder, have signed voting support agreements pursuant to which they have agreed to vote in favour of the Arrangement.

Information Circular

Full details of the transaction will be included in an information circular to be filed on SEDAR and mailed to Northampton shareholders in accordance with applicable securities laws. The transaction is expected to close on or about September 25, 2014. All shareholders are urged to read the information circular once it becomes available as it will contain additional important information concerning the transaction.

About Northampton

Northampton Group Inc. is an integrated Canadian hotelier with ownership and management interests in 1,943 rooms in 16 hotels with a selective strategic development program in place. Focused on creating a solid return for all stakeholders, Northampton's proven, market-sensitive strategy is to acquire or build hotels that provide superior overnight accommodation in the mid-price market. Northampton has consistently excelled in this sector, offering services that exceed expectations.

About Purchaser

The Purchaser is a corporation controlled by Mr. Deepak Ruparell and was incorporated to complete this transaction.  Mr. Ruparell and/or his affiliated entities currently have voting and/or joint venture interests in the following subsidiaries of Northampton: Newbramco Inc., Newcamco Inc., 410613 Ontario Limited, Northampton Inns (Whitby) Inc., Northampton Inns (Oakville) Inc., Northampton Inns (Oakville East) Inc., 1310866 Ontario Limited, 3529495 Canada Inc., 987379 Ontario Limited, Silver Hotel Princeton LP, 1548383 Ontario Limited, 4373375 Canada Inc. and Vaughan Mills Hotel Inc.

Forward-looking statements

Certain of the information contained in this news release constitutes 'forward-looking statements' within the meaning of securities laws. Such forward-looking statements, including but not limited to the completion of the Arrangement and payment of the cash consideration involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining court, shareholder and regulatory approvals, and meeting other conditions in the Arrangement Agreement. Northampton disclaims any obligation to update such forward-looking statements contained in this news release unless required to do so by required law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Northampton Group Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Qosmos, the market leader for IP traffic classification and network intelligence technology, has announced that it will launch the Launch L7 Viewer at CloudExpo | @ThingsExpo Silicon Valley, being held November 1 – 3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. The L7 Viewer is a traffic analysis tool that provides complete visibility of all network traffic that crosses a virtualized infrastructure, up to Layer 7. It facilitates and accelerates common IT tasks such as VM migra...
WebRTC adoption has generated a wave of creative uses of communications and collaboration through websites, sales apps, customer care and business applications. As WebRTC has become more mainstream it has evolved to use cases beyond the original peer-to-peer case, which has led to a repeating requirement for interoperability with existing infrastructures. In his session at @ThingsExpo, Graham Holt, Executive Vice President of Daitan Group, will cover implementation examples that have enabled ea...
In past @ThingsExpo presentations, Joseph di Paolantonio has explored how various Internet of Things (IoT) and data management and analytics (DMA) solution spaces will come together as sensor analytics ecosystems. This year, in his session at @ThingsExpo, Joseph di Paolantonio from DataArchon, will be adding the numerous Transportation areas, from autonomous vehicles to “Uber for containers.” While IoT data in any one area of Transportation will have a huge impact in that area, combining sensor...
SYS-CON Events announced today that Coalfire will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Coalfire is the trusted leader in cybersecurity risk management and compliance services. Coalfire integrates advisory and technical assessments and recommendations to the corporate directors, executives, boards, and IT organizations for global brands and organizations in the technology, cloud, health...
November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Penta Security is a leading vendor for data security solutions, including its encryption solution, D’Amo. By using FPE technology, D’Amo allows for the implementation of encryption technology to sensitive data fields without modification to schema in the database environment. With businesses having their data become increasingly more complicated in their mission-critical applications (such as ERP, CRM, HRM), continued ...
In his session at 19th Cloud Expo, Claude Remillard, Principal Program Manager in Developer Division at Microsoft, will contrast how his team used config as code and immutable patterns for continuous delivery of microservices and apps to the cloud. He will show the immutable patterns helps developers do away with most of the complexity of config as code-enabling scenarios such as rollback, zero downtime upgrades with far greater simplicity. He will also have live demos of building immutable pipe...
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
SYS-CON Events announced today that Cloudbric, a leading website security provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Cloudbric is an elite full service website protection solution specifically designed for IT novices, entrepreneurs, and small and medium businesses. First launched in 2015, Cloudbric is based on the enterprise level Web Application Firewall by Penta Security Sys...
WebRTC sits at the intersection between VoIP and the Web. As such, it poses some interesting challenges for those developing services on top of it, but also for those who need to test and monitor these services. In his session at WebRTC Summit, Tsahi Levent-Levi, co-founder of testRTC, reviewed the various challenges posed by WebRTC when it comes to testing and monitoring and on ways to overcome them.
"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Rapid innovation, changing business landscapes, and new IT demands force businesses to make changes quickly. In the eyes of many, containers are at the brink of becoming a pervasive technology in enterprise IT to accelerate application delivery. In this presentation, you'll learn about the: The transformation of IT to a DevOps, microservices, and container-based architecture What are containers and how DevOps practices can operate in a container-based environment A demonstration of how Docke...
Enterprises have been using both Big Data and virtualization for years. Until recently, however, most enterprises have not combined the two. Big Data's demands for higher levels of performance, the ability to control quality-of-service (QoS), and the ability to adhere to SLAs have kept it on bare metal, apart from the modern data center cloud. With recent technology innovations, we've seen the advantages of bare metal erode to such a degree that the enhanced flexibility and reduced costs that ...
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
In his general session at 18th Cloud Expo, Lee Atchison, Principal Cloud Architect and Advocate at New Relic, discussed cloud as a ‘better data center’ and how it adds new capacity (faster) and improves application availability (redundancy). The cloud is a ‘Dynamic Tool for Dynamic Apps’ and resource allocation is an integral part of your application architecture, so use only the resources you need and allocate /de-allocate resources on the fly.
Governments around the world are adopting Safe Harbor privacy provisions to protect customer data from leaving sovereign territories. Increasingly, global companies are required to create new instances of their server clusters in multiple countries to keep abreast of these new Safe Harbor laws. Is it worth it? In his session at 19th Cloud Expo, Adam Rogers, Managing Director of Anexia, Inc., will discuss how to keep your data legal and still stay in business.