QUÉBEC, Oct. 16 /CNW Telbec/ - Today Cossette Inc. ("Cossette" or the "Company") provided an update on the strategic review process initiated by Cossette's Board of Directors on July 20, 2009 in response to the unsolicited and non-binding proposal from Cosmos Capital Inc. ("Cosmos").
The strategic review process continues to progress as previously announced. Since the update by Cossette on September 8, Cossette has received through its financial advisor, BMO Capital Markets, several written expressions of interest from third parties in respect of a potential acquisition of Cossette, all of which are financially superior to the Cosmos proposal. Cossette's Special Committee has reviewed such expressions of interest with its legal advisors and the financial and legal advisors of the Company and has invited certain potential acquirers to participate in the second phase of the strategic review process, where such potential acquirers were given the opportunity to conduct further business, financial and legal due diligence and attend management presentations, as well as being invited to submit definitive acquisition proposals. It is expected that final offers from third parties in respect of a potential acquisition of all issued and outstanding shares of Cossette will be received in the coming weeks.
The Company cautions shareholders that there is no assurance that the Company will receive a definitive proposal with respect to a potential acquisition as a result of its strategic review process. Also, even if a definitive proposal is received, there is no assurance that such a proposal will be recommended by the Special Committee or the Board of Directors or that such a proposal will be implemented. The Board of Directors and the Special Committee also remind the shareholders of the Company that no offer has yet been made for the shares of the Company and that there is no need for any action at this time.
Conversion of Multiple Voting Shares
Cossette also announced that, as a result of Mr. Georges E. Morin's resignation dated July 18, 2009 as director, employee and officer of the Company, and in accordance with the Trust Agreement entered into by the holders of multiple voting shares, CIBC Mellon Trust Company and Cossette, the 871,659 multiple voting shares beneficially owned by Mr. Morin were today converted into subordinate voting shares, on a one-for-one basis. Upon conversion of Mr. Morin's multiple voting shares, all of the 3,422,599 remaining outstanding multiple voting shares have been automatically converted into subordinate voting shares. As a result of such conversion, the outstanding share capital of the Company is composed of 16,713,068 subordinate voting shares and no event could reverse the conversion of the multiple voting shares. This automatic conversion occurred in accordance with the terms of the Trust Agreement that provides that if at any time the number of multiple voting shares held by Principal Shareholders (currently Messrs. Lessard and Delagrave) does not represent more than 30% of the total number of multiple voting shares collectively held by all Principal Shareholders at the closing of the Company's initial public offering (being 12,982,000 multiple voting shares), the then outstanding multiple voting shares are immediately converted to subordinate voting shares. As a result of the conversion of Mr. Morin's multiple voting shares into subordinate voting shares, the conversion of the multiple voting shares held by Messrs. Lessard and Delagrave was triggered. Both the Trust Agreement and the Shareholders and Voting Trust Agreement entered into between the holders of the multiple voting shares and CIBC Mellon Trust Company in 1999 terminate as of today as a result of such conversions.
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 1,485 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: Sylvie Isabelle, Optimum Public Relations, (418) 521-3184; Source: Cossette Inc./www.cossette.com