Rutter and Buying Group Announce Expiry of Offer and Agreement to Proceed with Subsequent Acquisition Transaction
ST. JOHN'S, NL, March 17, 2014 /CNW/ - Rutter Inc. ("Rutter" or the "Company") (TSX: RUT) and 8758875 Canada Inc. (the "Offeror") today announced the expiration of the offer (the "Offer") for all of the issued and outstanding common shares of the Company (the "Rutter Shares") not owned by the Offeror and its related parties as of 5:00 p.m. (Toronto time). The parties have been informed by the depositary of the Offer that a total of 26,708,672 Rutter Shares, representing in the aggregate 34.8% of the outstanding Rutter Shares, have been validly tendered to the Offer. All 26,708,672 Rutter Shares have been taken up by the Offeror and will be paid for on or before March 20, 2014. Pursuant to the Offer, holders of Rutter Shares will receive $0.061 in cash for each Rutter Share. The Offeror and its related parties now beneficially own or control a total of 61,860,826 Rutter Shares, representing in the aggregate 80.7% of the outstanding Rutter Shares.
The Offeror intends to implement a subsequent acquisition transaction to acquire all remaining Rutter Shares not tendered to the Offer as described in the take-over bid circular. The consideration payable under such transaction will be identical to the consideration under the Offer. A meeting of shareholders will be called in April 2014 to approve such transaction, which will require approval by (i) two-thirds of votes cast at the meeting by holders of Rutter Shares as at the record date for the meeting, and (ii) a majority of the votes cast by holders of Rutter Shares as at the record date for the meeting excluding the Rutter Shares held by the Offeror and its related parties at the time of commencement of the Offer. Based on the number of Rutter Shares acquired under the Offer, the Offeror and its related parties will have enough votes to approve the transaction without the support of any other shareholders of Rutter. A management information circular respecting the subsequent acquisition transaction will be prepared and provided to holders of Rutter Shares by the Company. The Company expects to announce the record date and meeting date for the meeting of shareholders as well as the availability of this management information circular by March 31, 2014.
Upon completion of the subsequent acquisition transaction, the Company will apply to de-list the Rutter Shares from the Toronto Stock Exchange and will cause the Company to cease to be a reporting issuer under the securities laws of each province of Canada in which it is a reporting issuer.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of the Company or the Offeror.
About 8758875 Canada Inc. - The Offeror is a company wholly-owned by Messrs. Fraser Edison, Donald Clarke, Ryan Hinz and James White (each a director of the Company). Mr. Edison is also the Chief Executive Officer of the Company. The Offeror was incorporated for the sole purpose of making the Offer and has not conducted any business activities to date.
About Rutter Inc. - Rutter is an enterprise focused on providing innovative technologies and engineering solutions. Rutter's global network supplies technologies to improve efficiency and safety in the marine, defense, transportation, oil and gas sectors from its headquarters in the Province of Newfoundland and Labrador. For more information see www.rutter.ca.
About OceanWaveS GmbH - OceanWaveS GmbH, a wholly-owned subsidiary of Rutter, is an enterprise focused on technology development for the real time measurement of directional ocean wave spectra. For more information see www.oceanwaves.org.
Caution Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of applicable securities laws ("forward-looking statements") that relate to the Offer. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements of Rutter to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such forward-looking statements. Such statements and factors include, but are not limited to, the subsequent acquisition transaction; expected timing of take-up and payment of Rutter Shares, the subsequent acquisition transaction and the meeting of shareholders in connection thereof; material adverse developments in Rutter's business; and other factors discussed under "Risk Factors" in the Annual Information Form of Rutter dated November 29, 2013 and other documents filed with Canadian provincial securities regulatory authorities.
These forward-looking statements reflect beliefs and assumptions which are based on Rutter's perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. In making these statements, Rutter has made assumptions with respect to: the current business prospects of Rutter; strategy and outlook of Rutter; the effect of the subsequent acquisition transaction may have on the operational or financial conditions of Rutter; availability of financing in connection with the offer; expectations related to future general economic and market conditions; no material developments in the regulatory and competitive environment facing Rutter; and other matters. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Rutter does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
SOURCE Rutter Inc.For further information:
Karen Snook, Chief Financial Officer and Corporate Secretary, Rutter Inc. +1 709 576 6666