HALIFAX, Sept. 28 /CNW/ - I.M.P. Group Limited ("IMP") announced today that it intends to make an all cash offer to acquire up to 6,000,000 common shares of Vector Aerospace Corporation ("Vector"), subject to the conditions described below. The offer price will be no less than the $6.52 closing price of the Vector shares on the TSX on September 25, 2009. IMP will determine its final offer price upon receipt of the formal valuation of the Vector shares which is currently being completed by T.D. Securities Inc. as described below. IMP currently exercises control and direction over 14,054,214 Vector shares, representing approximately 37.3% of the outstanding shares.
IMP believes its offer would be in the best interests of Vector, its employees and shareholders for reasons including the following:
Positive Strategic and Stabilizing Influence on Vector
IMP is already Vector's largest and only industry strategic shareholder and has for many years heavily invested in Vector's long term success. IMP is Canada's largest civilian and military aircraft and helicopter maintenance company and is well regarded by many of Vector's key customers. IMP is uniquely positioned to provide experienced and strategic advice to Vector.
Following this further substantial investment, Vector's continuing public shareholders should benefit from IMP's strengthened support of Vector where IMP's financial interests are strongly aligned with maximizing Vector's long term success and value.
Rare Liquidity Opportunity at an Attractive Price
For Vector's shareholders who wish to sell, IMP's offer would provide liquidity at an attractive price free of commissions. Vector's shares are very thinly traded and well in excess of 3,000,000 shares have been for sale for months without finding a buyer. As to price, IMP would be making its offer at a time when the Vector shares are trading near their 52 week high which would give Vector shareholders a unique opportunity to sell a significant volume of shares at an attractive price.
Best Alternative for Shareholders
A Special Committee of Vector's Board has hired financial advisors to engage in the process to consider alternatives to IMP's offer. Indicative offers recently received to purchase Vector shares are below the above price level being offered by IMP. IMP's offer would combine the short term opportunity of a rare liquidity event at an attractive price for Vector shareholders who wish to sell with the strengthened potential to have for the ongoing long term shareholders a major industry shareholder's financial interests strongly aligned with them.
On July 16, 2009, IMP advised Vector indicating that IMP was considering acquiring additional Vector shares. Under applicable securities laws, IMP would be permitted to acquire additional shares by way of the so-called "private agreement." However, Vector's Shareholders' Rights Plan precludes IMP from using this alternative.
Accordingly, IMP's offer would be made by way of a formal circular mailed to all Vector's shareholders. IMP's offer would be an "insider bid" under Multilateral Instrument 61-101. Those rules require that, prior to IMP's offer, a formal valuation of the Vector shares is prepared by an independent valuator engaged by a Special Committee of independent directors of Vector. IMP's July 16, 2009, letter to Vector requested that a Special Committee commence the process and on July 24, 2009, Vector's Board appointed the Special Committee to supervise the preparation of a formal valuation of Vector's common shares. On August 13, 2009, IMP submitted a $100,000 initial fee to T.D. Securities, who were chosen by the Special Committee to commence its work, which IMP has been advised is near completion.
IMP's offer is not subject to financing. IMP's intention to make the above all cash offer is subject to receipt of the T.D. Securities formal valuation, absence of a material adverse change at Vector, and no unnecessary or extraordinary actions dilutive to Vector's shareholders and employees' share options being undertaken by Vector and/or its directors.
I.M.P. Group Limited is focused on global, sustainable growth, with 3,500 experienced employees delivering services, quality and value to its customers globally across diverse sectors such as aerospace, aviation, airline, healthcare, industrial, marine, information technology, hotels and property development.
SOURCE IMP Group Ltd.
For further information: For further information: Bernard P. O'Rourke, Senior Vice President, General Counsel, I.M.P. Group Limited, (902) 453-2400