|By PR Newswire||
|August 8, 2014 06:42 PM EDT||
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.
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.
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.
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.
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.
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.
SYS-CON Events announced today that Isomorphic Software will exhibit at DevOps Summit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Isomorphic Software provides the SmartClient HTML5/AJAX platform, the most advanced technology for building rich, cutting-edge enterprise web applications for desktop and mobile. SmartClient combines the productivity and performance of traditional desktop software with the simp...
Aug. 30, 2016 05:45 AM EDT Reads: 2,444
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Aug. 30, 2016 03:45 AM EDT Reads: 461
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Aug. 30, 2016 02:30 AM EDT Reads: 1,855
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Aug. 30, 2016 02:00 AM EDT Reads: 2,237
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Aug. 30, 2016 01:30 AM EDT Reads: 3,050
With over 720 million Internet users and 40–50% CAGR, the Chinese Cloud Computing market has been booming. When talking about cloud computing, what are the Chinese users of cloud thinking about? What is the most powerful force that can push them to make the buying decision? How to tap into them? In his session at 18th Cloud Expo, Yu Hao, CEO and co-founder of SpeedyCloud, answered these questions and discussed the results of SpeedyCloud’s survey.
Aug. 30, 2016 01:15 AM EDT Reads: 2,344
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Aug. 30, 2016 01:00 AM EDT Reads: 1,938
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Aug. 30, 2016 12:00 AM EDT Reads: 1,667
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th 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 wait for long dev...
Aug. 29, 2016 10:00 PM EDT Reads: 2,490
Identity is in everything and customers are looking to their providers to ensure the security of their identities, transactions and data. With the increased reliance on cloud-based services, service providers must build security and trust into their offerings, adding value to customers and improving the user experience. Making identity, security and privacy easy for customers provides a unique advantage over the competition.
Aug. 29, 2016 08:30 PM EDT Reads: 2,446
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
Aug. 29, 2016 08:15 PM EDT Reads: 1,875
SYS-CON Events announced today that StarNet Communications 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. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
Aug. 29, 2016 08:00 PM EDT Reads: 925
SYS-CON Events announced today that 910Telecom 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. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Aug. 29, 2016 07:00 PM EDT Reads: 1,984
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
Aug. 29, 2016 06:45 PM EDT Reads: 850
StarNet Communications Corp has announced the addition of three Secure Remote Desktop modules to its flagship X-Win32 PC X server. The new modules enable X-Win32 to safely tunnel the remote desktops from Linux and Unix servers to the user’s PC over encrypted SSH. Traditionally, users of PC X servers deploy the XDMCP protocol to display remote desktop environments such as the Gnome and KDE desktops on Linux servers and the CDE environment on Solaris Unix machines. XDMCP is used primarily on comp...
Aug. 29, 2016 06:15 PM EDT Reads: 803