The Brick Ltd. Securityholders Approve Arrangement with Leon's Furniture Limited
/NOT FOR DISTRIBUTION THROUGH U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S./
TORONTO, Dec. 21, 2012 /CNW/ - The Brick Ltd. (TSX: BRK) (the "Brick Group" or "The Brick") is pleased to announce that at a special meeting (the "Meeting") of its shareholders and warrantholders held earlier today, the shareholders and warrantholders voted to approve the plan of arrangement (the "Arrangement") pursuant to which Leon's Furniture Limited will acquire all of the outstanding common shares of The Brick, and all of the outstanding common share purchase warrants of The Brick will be purchased for cancellation.
Holders of approximately 86.13% of The Brick's outstanding shares and approximately 52.36% of The Brick's outstanding warrants were represented in person or by proxy at the Meeting, representing approximately 84.41% of the outstanding securities of The Brick entitled to vote at the Meeting. Approximately 99.99% of The Brick's outstanding shares and 100.00% of The Brick's outstanding warrants voted at the Meeting were voted in favour of the Arrangement, resulting in approximately 99.99% of all securities voted at the Meeting being voted in favour of the Arrangement.
The Brick also confirms that Leon's has completed its review of inventory at certain Brick locations in accordance with the arrangement agreement dated November 11, 2012 between The Brick and Leon's, and that Leon's has advised The Brick that it is satisfied with the results of such review and waived its related rights under the arrangement agreement. The closing of the Arrangement remains subject to certain customary conditions, including obtaining certain regulatory approvals.
For each common share held by a shareholder of The Brick, the shareholder can elect to receive as consideration $5.40 in cash per common share or 0.0054 convertible debentures of Leon's (the "Convertible Debentures"), as described in the Meeting circular dated November 23, 2012 (the "Circular") and subject to the terms and conditions described therein. For each warrant, the holder of such warrant can elect to receive as consideration $4.40 in cash per warrant or 0.0044 Convertible Debentures per warrant, subject to the terms and conditions described in the Circular.
About The Brick
The Brick, together with its subsidiaries, is one of Canada's largest volume retailers of household furniture, mattresses, appliances and home electronics, operating under four banners: The Brick, United Furniture Warehouse, The Brick Mattress Store, and Urban Brick. In addition, through its corporate sales division, The Brick services the subdivision, condominium, hospitality and high-rise builder market. The Brick's retail and franchise operations are located in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Prince Edward Island, Nova Scotia, New Brunswick, the Northwest Territory and Yukon.
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws, including (but not limited to) statements about the consummation of the Arrangement and other statements concerning anticipated future events, results, circumstances, performance or expectations, that reflect management's current expectations and are based on information currently available to management of The Brick and its subsidiaries. The words "may", "will", "should", "believe", "expect", "plan", "anticipate", "intend", "estimate", "predict", "potential", "continue" or the negative of these terms, or other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters, identify forward-looking matters. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of The Brick to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. The Brick undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
SOURCE: The Brick Ltd.For further information:
President and CEO
The Brick Group
CFO and President, Financial Operations
The Brick Group