/Not for Distribution to U.S. Newswire Services or for Dissemination in
the United States/
MONTREAL and VANCOUVER, May 10, 2013 /CNW Telbec/ - EACOM Timber
Corporation (TSXV: ETR) ("EACOM") and Kelso & Company ("Kelso") jointly announce that ET Acquisition Corporation (the "Offeror"), a corporation indirectly owned by funds managed by Kelso, has
extended the expiry time of the offer by the Offeror to acquire all of
the common shares of EACOM (the "Common Shares") for $0.38 in cash per common share (the "Offer") until 5:00 p.m. (Toronto time) on June 14, 2013 (the "Expiry Time") to allow required regulatory approvals to be obtained. All other
terms and conditions of the Offer described in the Offeror's Offer and
Circular dated April 5, 2013 remain the same.
The Offeror's obligation to take up and pay for EACOM Shares deposited
under the Offer is conditional upon, among other things, required
regulatory approvals and consents having been obtained. These include
consents of the Ontario Ministry of Natural Resources ("OMNR") under applicable legislation with respect to the deemed transfer of
certain forestry licences. Together, EACOM and Kelso have submitted an
application and documentation to the OMNR and are in ongoing
discussions with the OMNR in order to satisfy their review process in
an efficient manner. As of the date hereof, the required consents of
the OMNR have not yet been obtained. The Offeror anticipates, though
there can be no assurance, that such consents will be obtained prior to
the Expiry Time. Under the Support Agreement between EACOM and the
Offeror, the Offer must be extended for further specified periods to
allow additional time for the consents to be obtained, if possible.
The Offer is now open for acceptance until 5:00 p.m. (Toronto time) on
June 14, 2013 unless further extended, and is conditional upon, among
other things, customary regulatory approvals and there having been
validly deposited (and not withdrawn), together with any Common Shares
owned or controlled by the Offeror and its affiliates, at least 662/3% of the outstanding Common Shares (on a fully-diluted basis).
A notice announcing the extension of the Offer will be sent by the
Offeror to EACOM shareholders. The notice will also be available for
review under EACOM's profile on SEDAR at www.sedar.com.
All questions regarding the Offer and how to tender Eacom Shares should
be directed to Laurel Hill Advisory Group at 1‐877‐452‐7184 (North
American Toll Free) or 416‐304‐0211 (Banks, Brokers or Collect Calls)
or via email at firstname.lastname@example.org.
The Board of Directors of EACOM UNANIMOUSLY DETERMINED that the Offer is
in the best interests of EACOM and holders of EACOM Shares and
UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer and DEPOSIT
their EACOM Shares under the Offer.
Please tender by 5:00 p.m. (Toronto Time) on June 14, 2013.
EACOM Timber Corporation is a TSX-V listed company. The business
activities of EACOM consist of the manufacturing, marketing and
distribution of lumber, wood chips and woodbased value-added products,
and the management of forest resources. EACOM owns eight sawmills, all
located in Eastern Canada, and related tenures. The mills are Timmins,
Nairn Centre, Gogama, Elk Lake and Ear Falls in Ontario, and Val-d'Or,
Ste-Marie and Matagami in Quebec. The mills in Ear Falls, Ontario and
Ste-Marie, Quebec are currently idled. As a result of improved market
conditions, operations in Val-d'Or and Matagami which had been
temporarily shut down in 2011 resumed during the third quarter of 2012.
The mill in Timmins was seriously damaged by fire in January 2012 and
remains shut down. EACOM also owns a lumber remanufacturing facility in
Val-d'Or, Quebec, and a 50% interest in an "I" joist plant in Sault
Kelso & Company is one of the oldest and most established firms
specializing in private equity. Since 1980, Kelso has invested in over
115 companies in a broad range of industry sectors with aggregate
initial capitalization at closing of over $40 billion. The firm is
currently investing its eighth investment partnership, Kelso Investment
Associates VIII, L.P., with $5.1 billion of committed capital. For more
information, please visit www.kelso.com.
All statements in this news release that are not based on historical
facts are "forward-looking statements". In this news release, such
forward-looking statements include statements regarding the ability of
Kelso to complete the take-over bid, the anticipated benefits of the
take-over bid, the anticipated benefits to EACOM shareholders of the
take-over bid, the timing of the take-over bid and the anticipated
receipt of regulatory approvals for the take-over bid. While management
has based any forward-looking statements contained herein on its
current expectations, the information on which such expectations were
based may change. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
risks, uncertainties and other factors, many of which are beyond our
control and could cause actual results to materially differ from such
statements. Such risks, uncertainties and other factors include, but
are not necessarily limited to, those set forth under "RISKS AND
UNCERTAINTIES" in the Company's current MD&A, and under "RISK FACTORS"
in the Company's Filing Statement dated January 8, 2010.
Additional information relating to EACOM is available at www.eacom.ca and on SEDAR at www.sedar.com.
For further information:
Terrence A. Lyons
(514) 395-0375 ext. 259