QUÉBEC CITY, Feb. 14, 2014 /CNW Telbec/ - Novik Inc. ("Novik") (TSXV: NVK) annouces today the completion of the previously announced
acquisition of Novik by Clearview Capital Fund III, LP ("Clearview") by way of a plan of arrangement pursuant to the Business Corporations Act (Québec) (the "Transaction").
On February 12, 2014 the Superior Court of Québec granted its final
order approving the Transaction and on February 14, 2014, 9293-3985
Québec Inc. (the "Purchaser"), a company indirectly controlled by Clearview, acquired all of the
issued and outstanding common shares of Novik (the "Shares"), pursuant to the terms of an arrangement agreement entered into
between Novik, Clearview and the Purchaser on December 20, 2013 (the "Arrangement Agrement"). Holders of Shares (the "Shareholders"), as of the effective date of the Transaction, will be entitled to
receive $0.85 per Share in cash (the "Consideration"), and holders of options to purchase common shares of Novik (the "Optionholders") will be entitled to receive a cash payment equal to the difference
between $0.85 and the exercise price of any option they hold.
The trading of the Shares on the TSX Venture Exchange (the "TSXV") has been halted by Industry Regulatory Organization of Canada (IIROC)
before the opening of the markets on February 14, 2014 and the Shares
shall be de-listed pursuant to the rules of the TSXV.
The Transaction will be entirely satisfied with cash and sufficient
funds have been deposited with CST Trust Company, the depositary agent
under the Transaction, to enable it to make payments to Shareholders
and Optionholders pursuant to the terms of the Arrangement Agreement.
Letters of Transmittal have been mailed to registered Shareholders and
are also available on SEDAR at www.sedar.com. The Letters of Transmittal explain how registered Shareholders can
deposit and obtain payment for their Shares. Registered Shareholders
must return duly completed Letters of Transmittal to CST Trust Company
in order to receive the Consideration. Non-registered Shareholders
should carefully follow the instructions from the broker or other
financial intermediary that holds Shares on their behalf in order to
receive the Consideration.
Novik (NVK) is a leader in the design, manufacture and distribution of
innovative polymer exterior siding, roofing coverings and accessories
that replace traditional materials such as stone, brick or wood
shingles. These products target the world-wide residential and
commercial construction industry.
Clearview Capital, LLC is a private investment firm based in Old
Greenwich, CT that invests in and develops mid-sized, North American
companies in partnership with management. The firm has a long history
of assisting strong management teams in the execution of their growth
strategies. Clearview Capital LLC has formed Clearview, an
institutionally‐backed private equity fund focused primarily on the
acquisition and development of high-potential manufacturing and service
businesses located in the United States and Canada.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking information, as such term is
defined in applicable securities laws. Forward-looking statements are
typically identified by words such as: believe, expect, anticipate,
intend, estimate and similar expressions, or are those which, by their
nature, refer to future events. Forward-looking information includes,
without limitation, the outcome of the proposed Transaction and other
similar information concerning anticipated future events, conditions or
results that are not historical facts. Readers are cautioned that the
foregoing list of factors is not exhaustive. Novik cautions readers
that all forward-looking information is inherently uncertain and that
actual performance may be affected by a number of material factors,
many of which are beyond Novik's control. Accordingly, actual future
events, conditions and results may differ materially from the
estimates, beliefs, intentions and expectations expressed or implied in
the forward-looking information. All statements are made as of the date
of this news release and Novik assumes no obligation to update or alter
any forward-looking information unless required by applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Novik Inc.
For further information:
Chairman of the Board and President and Chief Executive Officer
Tel. : (418) 878-6161
E-mail : email@example.com
EVP & General Manager and Interim Chief Financial Officer
Tel. : (418) 878-6161
E-mail : firstname.lastname@example.org
Clearview Capital LLC
James G. Andersen
Co-Founder & Co-Managing Partner
1445 East Putnam Ave. Old Greenwich, Connecticut 06870
Tel.: (203) 698-2777