TerraVest Capital Inc. obtains TSX regulatory exemption
VEGREVILLE, AB and TORONTO, Jan. 31, 2014 /CNW/ - Further to a press release dated January 30, 2014, TerraVest Capital Inc. (TSX:TVK) (the "Company" or "TerraVest") has entered into a share purchase agreement dated January 30, 2014 (the "Share Purchase Agreement") with Clarke Inc. ("Clarke"), and a holding company controlled by Mr. Charles Pellerin to acquire all of the issued and outstanding shares of Gestion Jerico Inc. ("Gestion Jerico") (the "Proposed Transaction"). Pursuant to the rules and policies of the Toronto Stock Exchange ("TSX"), TerraVest is required to disclose certain information in connection with its reliance on section 604(d) of the TSX Company Manual, as TerraVest seeks to obtain shareholder approval for the Proposed Transaction by way of written consent.
Shareholders are advised to refer to the Company's press release dated January 30, 2014 for further details on the Proposed Transaction, including the consideration payable for the Gestion Jerico shares, a description of the formal valuation provided by PricewaterhouseCoopers LLC with respect to the Gestion Jerico shares (the "Formal Valuation"), and the approval process followed by the board of directors and the special committee. Shareholders are also advised to refer to the management information circular dated January 31, 2014, which contains further details on the Proposed Transaction and attaches the Formal Valuation as Schedule "A", and is available on SEDAR at www.sedar.com.
Section 611(b) of the TSX Company Manual requires TerraVest to obtain security holder approval in connection with the issuance of common shares of TerraVest ("Common Shares") at a deemed issuance price of $4.45 per Common Share (a 15% discount to today's closing price) to the holding company of Mr. Pellerin, an insider of the Company, as the number of shares to be issued to Mr. Pellerin exceeds 10% of the number of Common Shares of TerraVest which are outstanding prior to the completion of the Proposed Transaction on a non-diluted basis. In addition, section 608(a) of the TSX Company Manual requires TerraVest to obtain shareholder approval for the issuance of share purchase warrants to two employees of Gestion Jerico in respect of change of control payments, which have an exercise price of $0.01, which is a 99.8% discount to today's closing price of the Common Shares. The share purchase warrants will also contain standard anti-dilution provisions.
The Common Shares of Clarke, which owns 4,021,008 (or approximately 32.4%) of the Common Shares, and the Common Shares of Mr. Pellerin, who beneficially owns 1,000 (or approximately 0.008%) of the Common Shares, are excluded from voting on the approval of the Proposed Transaction. In addition, the Common Shares of Geosime Capital Inc., a related party of Clarke which owns 1,950,000 (or approximately 15.7%) of the Common Shares, are also excluded.
TerraVest has obtained conditional approval from the TSX to rely on the exemption under section 604(d) of the TSX Company Manual, exempting TerraVest from the shareholder meeting requirement to approve the issuance of the Common Shares to Mr. Pellerin's holding company and the issuance of the TerraVest share purchase warrants based on a written shareholder confirmation and consent from Mr. Dale Laniuk, President and Chief Executive Officer of TerraVest, who beneficially owns, or exercises direction or control over, 3,933,872 (or approximately 32%) of the Common Shares (or 61.03% of the Common Shares held by disinterested minority shareholders), thereby satisfying the disinterested shareholder approval requirements of the TSX. A copy of Mr. Laniuk's consent is available on SEDAR at www.sedar.com.
TerraVest has determined that Mr. Laniuk is not: (i) an "interested party", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions; (ii) a related party of an interested party, unless Mr. Laniuk meets that description solely in his capacity as a director or senior officer of one or more entities that are neither interested parties nor issuer insiders of TerraVest; or (iii) a joint actor with a person or company referred to in (i) or (ii) with respect to the Proposed Transaction. Mr. Laniuk is also a member of the special committee of directors formed to consider the Proposed Transaction.
Following the closing of the Proposed Transaction: (i) Mr. Pellerin will beneficially own, or exercise direction or control over, 1,867,293, or approximately 13% of the Common Shares; (ii) Clarke will 4,021,008, or approximately 28% of the Common Shares; and (iii) Geosime Capital Inc. will own 1,950,000, or approximately 14% of the Common Shares, in each case on a non-diluted basis.
Certain statements contained or incorporated by reference herein, including those that express management's expectations or estimates of future developments or TerraVest future performance, constitute "forward-looking statements" within the meaning of applicable securities laws, and can generally be identified by words such as "will", "may", "could" or similar expressions.
Forward-looking statements are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. TerraVest cautions that such forward-looking statements involve known and unknown contingencies, uncertainties and other risks that may cause TerraVest's actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation: the closing of the Proposed Transaction; impact of general economic conditions; non-compliance with environmental laws and regulations; potential product liability and warranty claims and equipment malfunction. This list is not exhaustive of the factors that may affect any of TerraVest's forward-looking statements.
Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to TerraVest or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this press release and, whether as a result of new information, future events or otherwise, TerraVest disclaims any intent or obligation to update publicly these forward-looking statements except as required by applicable laws.
SOURCE TerraVest Capital Inc.For further information:
Dale Laniuk, Chief Executive Officer and President, TerraVest Capital Inc. at 780.632.7774x205, Mitchell Gilbert, Chief Investment Officer, TerraVest Capital Inc. at 416.364.0064, Paul Casey, Chief Financial Officer, TerraVest Capital Inc. at 780.632.2040 or Charles Pellerin, Executive Chairman, Gestion Jerico Inc. at 819.758.3161.