Sun-Rype Reminds shareholders to vote on the transaction with Great Pacific Industries Inc. and SRF Acquisition Inc.
KELOWNA, BC, Sept. 17, 2013 /CNW/ - Sun-Rype Products Ltd. (TSX:SRF) ("Sun-Rype" or the "Company") would like to like to remind shareholders that they have until 10:00 a.m. (Pacific Time) on Friday, September 20, 2013, to vote on the proposed Arrangement. All shareholders are welcome to attend the Special Meeting (the "Meeting") of the shareholders of Sun-Rype Products Ltd. ("Sun-Rype" and or the "Company") to be held at the Holiday Inn Express, 2429 Highway 97 North, Kelowna, British Columbia at 10:00 a.m. (Pacific time) on Tuesday, September 24, 2013.
At the Meeting, shareholders are being asked to approve a going private transaction (the "Arrangement") proposed by SRF Acquisition Inc. ("SRF"), a wholly-owned subsidiary of Great Pacific Industries, Inc., a significant shareholder of Sun-Rype. SRF will acquire all of the issued and outstanding common shares ("Common Shares") of Sun-Rype not held by SRF or the SRF Affiliates (as defined in the Circular). If the Arrangement is completed, each Shareholder, other than SRF, the SRF Affiliates ("Minority Shareholders") and any dissenting shareholders, will be entitled to receive $7.50 for every Common Share held (the "Consideration").
REASONS FOR THE ARRANGEMENT
The Board of Directors of Sun-Rype (the "Board") unanimously recommends that shareholders vote FOR the Arrangement resolution. In making its recommendation, the Board considered a number of factors including but not limited to the following:
- foremost among the benefits of ceasing to be a public company are the immediate savings in terms of management time and actual financial costs. The Independent Committee believes that management time will be more effectively spent in addressing the opportunities and risks than in dealing with the on-going obligations imposed on a public company;
- at the same time, the Independent Committee believes that, in the case of the Company, the access to the public markets afforded to a public company does not justify the continued actual costs associated with maintaining that status;
- the Independent Committee does not believe that the Company's ability to raise the necessary funds is enhanced by its status as a public company, nor that seeking to raise funds through the public market would be the most cost and time efficient way of doing so;
- the value of the Consideration payable under the Arrangement to the Minority Shareholders represents a premium of 30% to the closing price of the Common Shares on the TSX on June 28, 2013, the trading day ending immediately prior to the announcement of the proposal to effect the Arrangement, and a premium of approximately 20% over the 20, 30 and 40 day and the three and six month volume weighted average trading price of the Common Shares on the TSX prior to June 28, 2013;
- the Consideration is to be paid entirely in cash, giving immediate liquidity to the Minority Shareholders;
- pursuant to the Fairness Opinion, Scotia Capital Inc. has provided its opinion that, based upon and subject to the analyses and assumptions set out therein, as of July 23, 2013, the Consideration offered to Minority Shareholders is fair from a financial point of view; and
- the Independent Committee has not identified any realistic alternative transactions to the proposed Arrangement.
Shareholders are encouraged to review the Management Information Circular of Sun-Rype dated August 20, 2013, which provides a detailed discussion of the Arrangement. A copy of the proxy circular is available on the Company's website at www.sunrype.com or on SEDAR at www.sedar.com.
The Board of Directors of Sun-Rype UNANIMOUSLY recommends a vote IN FAVOUR of the Resolution.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE VOTE TODAY.
How to Vote
Shareholders are urged to vote today using the methods below.
The deadline for voting is September 20, 2013, at 10:00 a.m. Pacific Time. However, shareholders are urged to vote 24 hours prior to the deadline to ensure their votes are received in a timely manner.
Registered Shareholders- Shareholders who have physical certificates representing Sun-Rype shares may vote via the internet at https://proxy.valianttrust.com using the control number located on the Proxy or by fax at 604-681-3067.
Beneficial Shareholders- Shareholders who hold their shares through a broker or other intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction form.
Shareholders who have questions or need any additional information should contact their professional advisors or you may contact Laurel Hill Advisory Group, Sun-Rype's proxy solicitation agent, toll-free at 1-877-452-7184 (416-304-0211 collect) or by email at firstname.lastname@example.org.
Sun-Rype Products Ltd., based in Kelowna, BC, is a manufacturer and marketer of fruit-based juices and snacks. Sun-Rype is a publicly traded Canadian company with its common shares listed on the Toronto Stock Exchange under the symbol SRF.
Forward Looking Statements
Statements contained in this press release, which are not based on historical fact, including without limitation, statements containing the words "may", "will", "plans", "intends", "expects", "anticipates", "believes", "estimate", "continue" and similar expressions, constitute "forward looking information" within the meaning of applicable Canadian securities laws. Forward looking statements contained in this document may involve, but are not limited to, statements relating to the Company's objectives, priorities, strategies, actions, targets, expectations and outlook. Forward looking statements are necessarily based upon assumptions and predictions with respect to the future, including but not limited to the factors referred to below. As a result, forward looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied thereby. These risks, uncertainties and other factors include, but are not limited to, changes in the consumer packaged goods industry and external market factors, as well as the factors referred to in the Company's Annual Information Form dated March 6, 2013, and its other filings with the applicable Canadian securities regulatory authorities. In light of these uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward looking statements. Except as required by law, the Company assumes no obligation to update or revise such information to reflect later events or developments.
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