Thirdcoast Limited Mails Supplementary Directors' Circular and Makes No Recommendation to Shareholders as to Whether to Accept or Reject the P&H Offer
(firmenpresse) - GODERICH, ONTARIO -- (Marketwire) -- 06/28/12 -- Thirdcoast Limited ("Thirdcoast" or the "Company") announces that it has mailed a supplementary directors' circular (the "Circular") in response to the unsolicited offer from Parrish & Heimbecker, Limited (the "Offeror") to Thirdcoast shareholders to purchase all of the issued and outstanding common shares of Thirdcoast (the "Common Shares") for $155 per Share (the "Unsolicited Offer"). The Circular is available on the Company's website at and on SEDAR at under the Company's profile.
The Circular contains no recommendation of the independent members of the board of directors (the "Board of Directors") as to whether Thirdcoast shareholders ("Shareholders") should accept or reject the P&H Offer. Shareholders should consider the information contained in the Circular carefully and make their own decisions. Shareholders who are in doubt about how to respond to the P&H Offer, should consult their investment dealer, stockbroker, lawyer or other professional advisors.
RECENT DEVELOPMENTS
As part of the strategic review process being conducted by the independent committee of the Board of Directors (the "Independent Committee"), in consultation with its financial advisor, Scotiabank, the Independent Committee is working on an alternative asset transaction involving the sale of its grain business which would result in Shareholders receiving a superior return to the Unsolicited Offer (the "Superior Transaction"). There is no guarantee that a Superior Transaction will be entered into, but if it were, it is expected that the net proceeds of such Superior Transaction (after all taxes and transaction costs) combined with Thirdcoast's cash and liquid investment balance would be in excess of $155 per share, and result in cash being paid out to Shareholders in the form of a dividend. In addition, Shareholders will continue to own G.S. Dunn, which generated an average of $2.9 million of EBITDA per year over the past five years. The Company has adopted the Shareholder Rights Plan in order to provide the Independent Committee and Scotiabank with more time to solidify the Superior Transaction.
In response to the process being conducted by the Independent Committee on behalf of the Shareholders, the Offeror has filed a Statement of Claim with the Ontario Superior Court of Justice in order to try and prevent the Company from completing an asset sale. The Offeror believes that Thirdcoast is not permitted to sell its grain business without first obtaining the approval of Shareholders. Thirdcoast does not believe Shareholder approval is necessary given that the grain business does not constitute "all or substantially all the property" of Thirdcoast, which would be the test under applicable corporate law.
The Offeror has also filed an application with the OSC for an order to cease trade the rights and all securities issued or issuable pursuant to the Shareholder Rights Plan and for certain related orders. Thirdcoast has filed its own application with the OSC for the following orders: (i) to cease trading under the lock-up agreements entered into by the Offeror with certain shareholders of Thirdcoast due to the coerciveness of the lock-up agreements; and (ii) requiring the Offeror to deliver a new offer and circular to Shareholders providing the correct information about the Unsolicited Offer. The Independent Committee believes that if all Shareholders are allowed to receive the greatest consideration for their Common Shares without being tied to the coercive lock-up agreements, the Independent Committee will be able to pursue either an asset sale or an alternative take-over bid which would be superior to the consideration available under the Unsolicited Offeror.
A hearing has been scheduled for July 4, 2012 to hear both the applications filed by the Offeror and Thirdcoast.
The Independent Committee and Scotiabank continues to work with the other interested parties to provide them with all of the required confirmatory due diligence in anticipation of arriving at a binding offer.
REASONS FOR MAKING NO RECOMMENDATION
After careful consideration of the risks and opportunities presented by the Unsolicited Offer, the members of the Independent Committee found themselves unable to make a recommendation to Shareholders to accept or reject the Unsolicited Offer. Ultimately, they concluded, it is a choice that will rest on each Shareholder's personal circumstances, appetite for risk and tolerance of uncertainty.
The Independent Committee, with its financial advisor Scotiabank, has conducted a market canvass of companies they thought were likely to be interested in making a superior proposal, whether in the form of a bid for the Common Shares or an asset sale which would result in Shareholders receiving greater consideration than available under the Unsolicited Offer, and had the ability to act quickly to make such a decision. A significant number of companies have been contacted during this process. Several of the parties contacted executed confidentiality agreements and conducted some degree of due diligence, including visits to Thirdcoast's facilities. As discussed above under "Recent Developments", Thirdcoast has received non-binding expressions of interest which require further time to advance to a binding offer. Thirdcoast has adopted the Shareholder Rights Plan to provide the Independent Committee and the Board of Directors with the additional time required to determine whether a superior proposal is available. However, the application filed by the Offeror with the OSC raises the possibility that the Shareholder Rights Plan will be cease traded before the Independent Committee has completed its work in regard to trying to source better value than the Unsolicited Offer for Shareholders. Thirdcoast intends to vigorously defend the Shareholder Rights Plan at the hearing on July 4.
Thirdcoast has also filed an application with the OSC in regard to the impropriety of the lock-up agreements entered into by the Offeror. If Thirdcoast is successful in cease trading under the lock-up agreements, the options available to the Independent Committee to source better value than available under the Unsolicited Offer will increase. This matter will also be heard by the OSC on July 4.
Accordingly, while a financially superior offer may be made before the expiry of the Unsolicited Offer, the Unsolicited Offer is the only offer to purchase all of the outstanding Common Shares that is open for acceptance by Shareholders at the date of this Directors' Circular. Shareholders who are attracted by the certainty of an opportunity to sell their Common Shares for cash at this time may prefer to accept the Unsolicited Offer. Alternatively, such Shareholders may want to wait for the outcome of the asset sale and/or hearing and, if necessary, deposit their shares on July 5, 2012 by using the procedures as described in the Offer and Circular delivered by the Offeror to Shareholders on May 31, 2012.
The Board of Directors will provide a further update to Shareholders after the OSC hearing on July 4, 2012. To the extent Shareholders decide to tender their Common Shares to the Unsolicited Offer, Shareholders will have the opportunity to later withdraw their Common Shares from the Unsolicited Offer should the OSC rule in favour of Thirdcoast on July 4 and provide for the Shareholders Rights Plan to remain in force until the Board of Directors has concluded its strategic review.
The Board of Directors adopted the conclusions of the Independent Committee and determined that it would not make a recommendation to Shareholders whether to accept or reject the Unsolicited Offer.
The following is a summary of the principal reasons why the Independent Committee and the Board of Directors have decided to make NO RECOMMENDATION with respect to acceptance or rejection of the Unsolicited Offer:
Risks Related to the Unsolicited Offer
The Unsolicited Offer is subject to a number of risks and uncertainties, including but not limited to the following:
The foregoing is only a summary of the information and factors considered by the Independent Committee and the Board of Directors. This summary is not intended to be exhaustive. Shareholders should read the entire Circular, which includes further details of the material information, factors and analysis considered by the Independent Committee and the Board of Directors.
About Thirdcoast Limited
Thirdcoast (formerly Goderich Elevators Limited) is a holding company for operations involved in the handling and processing of food grains and food ingredients shipped around the globe. The goal of the Company is to maximize customer and shareholder value through world class practices and continually strive for the highest levels of quality and customer care in the services and products it provides. Thirdcoast's operations are primarily carried out through its two main wholly-owned operating subsidiaries: Southpier Terminals and G.S. Dunn.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of applicable securities laws. These statements include, but are not limited to, Thirdcoast's future outlook, business strategy, plans, expectations, results or actions, or the assumptions underlying any of the foregoing. Forward-looking statements can generally be identified by words such as "may", "should", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "outlook" and similar expressions. These statements are based on information currently available to Management and on the current assumptions, intentions, plans, expectations and estimates of Management regarding Thirdcoast's future growth, results of operations, performance, business prospects and opportunities and ability to attract and retain customers as well as the economic environment in which it operates. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause actual results of Thirdcoast 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: future actions by P&H in connection with its Insider Bid; the strategic alternatives being explored by the Company; and, other factors referenced in Thirdcoast's MD&A for the year ended March 31, 2011 and Thirdcoast's other continuous disclosure filings which are available on SEDAR at . Readers should not place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this press release, and, except as required by applicable securities laws, Thirdcoast assumes no obligation to update or revise them to reflect new events or circumstances.
Contacts:
Thirdcoast Limited
Don Henry
President
519-524-7367
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Datum: 28.06.2012 - 12:20 Uhr
Sprache: Deutsch
News-ID 1128967
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