QUEBEC CITY, Dec. 18 /CNW Telbec/ - After 10 years as a publicly-traded company, Cossette Inc. ("Cossette" or the "Company") (TSX: KOS) today announced that its shareholders have approved the amalgamation of Cossette with a wholly-owned subsidiary of Mill Road Capital L.P. ("Mill Road") resulting from the revised offer of Mill Road on December 1, 2009 to acquire all outstanding Cossette shares at $8.10 per share in cash, except for certain shares held by senior management, in order to privatize Cossette.
The privatization was approved by 99,9% of the votes cast by holders of Subordinate Voting Shares at the Special General Meeting of Shareholders in Quebec City today.
The new entity resulting from the privatization will pursue the company's current communications-marketing activities. The closing of the privatization is expected to be completed on or around December 22, 2009 and the shares of Cossette, other than those held by a subsidiary of Mill Road, will be exchanged for redeemable shares of the company resulting from the amalgamation for consideration of $8.10 per share.
Following the privatization, the new Cossette will continue to be headquartered in Quebec City under the Cossette name and the leadership of its existing management team. It will continue to pursue its communications-marketing activities in line with its current Strategic Plan for its numerous clients in Canada, the U.S. and the U.K. No significant changes in strategic direction or operations are expected as a result of the privatization.
The shareholder vote ends a six-month process that began in July when Cossette received an unsolicited and non-binding proposal from Cosmos Capital Inc. to acquire all outstanding subordinate voting shares of the Company at $4.95 per share.
Cossette responded by launching an orderly and comprehensive Strategic Review Process under the supervision of a Special Committee of the Board to solicit interest from a range of qualified parties to facilitate offers. The process was initiated to protect the best interests of the Company and its shareholders and solicit offers that would reflect the full and fair value of Cossette.
With the assistance of BMO Capital Markets, the Company's financial advisor and its legal advisors, Fasken Martineau and Ogilvy Renault, Cossette conducted a thorough review process to identify potential parties interested in acquiring all of the shares of Cossette or in participating in any other transaction with a view to maximizing value for all shareholders.
"I am very pleased with the results of the Strategic Review Process," said Jean Lavigueur, Chairman of the Special Committee. "The process resulted in maximum value for shareholders and protected the best interests of Cossette's clients and employees."
"This is truly an historic moment for Cossette," said Cossette President and CEO Claude Lessard. "Going public served us well. It provided us with the resources we needed to expand into international markets, to develop a full complement of marketing disciplines and to acquire world-class talent. Returning to private ownership at this time will give our organization independence and flexibility and, most importantly, allow us to reinvest in Cossette to ensure that we remain a leading employer-of-choice within our industry and that we continue as an innovator in the way we service our clients."
"We look forward to our new partnership with Cossette and are very excited about what we can achieve together," said Thomas Lynch, Sr. Managing Director with Mill Road Capital.
This press release may contain forward-looking statements reflecting Cossette's objectives, estimates and expectations. Such statements may be marked by the use of verbs such as "believe," "anticipate," "estimate" and "expect" as well as the use of the future or conditional tense. By their very nature, such statements involve risks and uncertainty. Consequently, results could differ materially from the Company's projections or expectations. For information on the nature of risk factors not specifically discussed in this press release, the reader can consult Cossette's 2008 MD&A under the heading "Risks and Uncertainties", p. 33
Cossette Inc. offers a full range of leading-edge communication services to clients of all sizes, including some of the most prestigious brands in the world. A customer-driven organization built around highly specialized business units, Cossette also offers Convergent Communications(TM), a unique working method that brings added value to the client by integrating various services offered by the Group, including strategic planning and research, advertising, media buying and channel planning, sales promotion, direct response, database and direct marketing, customer relationship management, interactive marketing and technology solutions, public relations, organizational communication and change management, sponsorship and alliance marketing, branding and design, ethnic marketing, business-to-business communications (B2B practices) and print and video production. Cossette has approximately 1,437 employees and offices in Quebec City, Montreal, Toronto, Vancouver, Halifax, New York, Irvine, Los Angeles, London and Shanghai.
SOURCE COSSETTE INC.
For further information: For further information: Financial Analysts only: Martin Faucher, Vice-President and Chief Financial Officer, (418) 521-3784; Investors: Francis Trudeau, Director, Acquisitions and Investor Relations, (514) 282-4633; Medias: Maxime Couture, Optimum Public Relations, (418) 521-3770; Source: Cossette Inc., www.cossette.com