SAN FRANCISCO, April 2, 2014 /CNW/ - Golden Gate Capital Opportunity Fund, L.P. ("Golden Gate") announced today that its indirectly controlled subsidiary, CF Acquisition Inc. ("AcquisitionCo"), has entered into an Arrangement Agreement with Canada Fluorspar Inc. (TSX-V:CFI) ("CFI") pursuant to which AcquisitionCo will acquire, by way of a plan of arrangement under the Business Corporations Act (Ontario), all of the issued and outstanding common shares of CFI ("CFI Shares") for cash consideration of C$0.35 per share.
The arrangement is subject to customary closing conditions, including court approval and the approval of not less than 66 ⅔% of the votes cast by CFI shareholders at a meeting to be held to approve the arrangement.
In connection with the Arrangement Agreement, AcquisitionCo also entered into an Advance Agreement with CFI and CFI's wholly owned subsidiary, Canada Fluorspar (NL) Inc., pursuant to which AcquisitionCo advanced C$2,000,000 to CFI. The purpose of the advance is to fund the ongoing operations of CFI during the interim period prior to the closing of the transactions contemplated by the Arrangement Agreement. The advance is convertible into units of CFI at a conversion price of C$0.20 per unit. Each unit consists of one CFI Share and one warrant. Each warrant will be exercisable for one CFI Share at an exercise price of C$0.30 per share at any time prior to April 1, 2016.
Assuming the conversion of the advance and exercise of all of the warrants, AcquisitionCo would own 20,000,000 CFI Shares, representing approximately 15.28% of the issued and outstanding CFI Shares on a post-conversion basis. Golden Gate, AcquisitionCo and their affiliates do not beneficially own or exercise control or direction over any other CFI Shares.
Additional details regarding the advance will be contained in an early warning report filed by AcquisitionCo pursuant to Canadian securities laws under CFI's profile at www.sedar.com. A copy of the report can also be obtained from AcquisitionCo at the contact information noted below.
SOURCE: Golden Gate Capital
For further information: CF Acquisition Inc., c/o Golden Gate Private Equity, Inc., One Embarcadero Center, 39th Floor, San Francisco, CA 94111, Attention: Rob Little, Tel: 415-983-2790