MONTREAL, Oct. 30 /CNW Telbec/ - Cosmos Capital Inc. ("Cosmos") announced today that it has commenced its previously announced offer for all of the issued and outstanding subordinate voting shares of Cossette Inc. ("Cossette") that it does not already own at an offer price payable in cash of CDN $5.25 per share. The offer is scheduled to expire at 5:00 p.m., Montreal time, on December 7, 2009, unless the offer is extended or withdrawn by Cosmos.
The all-cash offer of CDN $5.25 per share represents a premium of approximately 61.5% over the $3.25 closing share price on July 17, 2009, the last trading day prior to Cosmos' announcement of its proposal to make an offer, and a premium of approximately 54.5% over the average trading price of the shares on the TSX for the 30 trading days preceding the announcement date in July.
Cosmos has published an advertisement summarizing the offer and has filed the offer and take-over bid circular (and related documents) with Canadian securities regulatory authorities on SEDAR. Cosmos will mail the offering documents to shareholders of Cossette as soon as Cosmos receives shareholder information. Under applicable law, Cossette is required to provide the information within 10 days of the date of the request. The request was made on October 30, 2009.
Cosmos strongly encourages Cossette shareholders to read the offer and take-over bid circular, which contains the full terms and conditions of the offer as well as detailed instructions on how shareholders can tender their shares to the offer. Questions regarding the offer and take-over bid circular and assistance in depositing Cossette shares under the offer should be directed to Computershare Investor Services Inc., the depositary for the offer, at 1-800-564-6253 (North American Toll Free Number). Copies of the offer and take-over bid circular and related documents may also be obtained on SEDAR (www.sedar.com) or from Computershare Investor Services without charge at the above-mentioned number. Information about Cosmos is available at www.cosmoscapital.ca.
Cossette shareholders electing to tender their common shares to the offer must complete the letter of transmittal or, if necessary, the notice of guaranteed delivery (both of which accompany the offer and take-over bid circular) and return the appropriate document in accordance with the terms and conditions more fully set out under "Manner of Acceptance" in Section 3 of the offer. If subordinate voting shares of Cossette are held in the name of a nominee, such as a broker, investment dealer, bank or trust company, the shareowner should contact such nominee for instructions on how to deposit their common shares to the offer.
About Cosmos Capital Inc.
Cosmos Capital is a company incorporated in Québec. Its investors include two of Cossette's founding partners - François Duffar, former Vice-Chair and President of Cossette and Georges Morin, former Senior Vice President of Cossette - Jean Monty, President of Libermont Inc., Daniel Bernard, President of Provestis and Chairman of Kingfisher plc and H.I.G. Capital, LLC, a leading global private equity investment firm.
The offer is being made for the securities of a Canadian issuer. The offer is subject to disclosure requirements of Canada. Shareholders should be aware that these requirements are different from those of the United States. Financial information included herein, if any, has been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial information reported by United States companies.
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Subordinate Voting Shares of Cossette. The offer is being made pursuant to an Offer to Purchase and Circular and other related offer materials to be filed by Cosmos with the Canadian Securities Administrators on or about October 30th 2009. These materials, as they may be amended from time to time, contain important information, including the terms and conditions of the offer, that should be read carefully before any decision is made with respect to the offer. Investors and holders of Subordinate Voting Shares will be able to obtain a free copy of these materials and other documents filed by Cosmos with the Canadian Securities Administrators at www.sedar.com.
The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Cosmos is incorporated under the laws of the Province of Quebec and that some or all of its officers and directors are residents of Canada and that all or a substantial portion of the assets of Cossette and of the above-mentioned persons may be located outside the United States.
No assurance can be given that the proposed transaction described herein will be consummated by Cosmos or that it will be completed on the terms proposed or within any particular schedule. Any information regarding Cossette contained herein has been taken from, or is based upon, publicly available information. Although Cosmos does not have any information that would indicate that any information contained herein is inaccurate or incomplete, Cosmos does not undertake any responsibility for the accuracy or completeness of such information. Cosmos does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.
SOURCE COSMOS CAPITAL INC.
For further information: For further information: Shareholders and investors: Jean-François Desjardins, Genuity Capital Markets, (514) 281-3245; Media: Sylvia Morin, Cosmos Group, (514) 240-3841