TORONTO, June 26 /CNW/ - KFS Capital LLC (the "Offeror"), an indirect
wholly-owned subsidiary of Kingsway Financial Services Inc. ("KFS"), has today
commenced a take-over bid (the "Offer") to acquire up to 1,000,000 preferred,
retractable, redeemable, cumulative units (the "Units") of Kingsway Linked
Return of Capital Trust ("KLROC") (TSX: KSP.UN) at a price per Unit of
CAD$12.00 in cash, pursuant and subject to the terms and conditions set out in
the Offer, accompanying take-over bid circular and related documentation dated
June 26, 2009 (collectively, the "Offer Documentation").
Stilwell Value Partners IV LP (KLROC's largest unitholder, and whose
affiliate, Joseph Stilwell, is a director of KFS and the Chairman of the KFS
Capital Committee that recommended to the Board of Directors the making of the
Offer) beneficially owns approximately 10.06% of the outstanding Units and has
advised the Offeror that it intends to tender all of the Units it owns to the
The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on
Tuesday, August 4, 2009, unless extended or withdrawn by the Offeror. The
Offer represents a premium of 12.1% over the closing price of the Units on the
TSX on June 25, 2009.
The Offer is not conditional on any minimum number of Units being
tendered, however completion of the Offer will be subject to the conditions
described in the Offer. If more than the maximum number of Units for which the
Offer is made are tendered to the Offer and not withdrawn, the Units to be
purchased from each tendering unitholder will be determined on a pro rata
basis according to the number of Units tendered by each unitholder,
disregarding fractions, by rounding down to the nearest whole number of Units.
It is possible that the Offeror may increase the number of Units sought
pursuant to the Offer or otherwise amend or extend the Offer. In such
circumstance, the Offeror will notify KLROC unitholders of such variation of
the Offer by issuing a Notice of Variation of the Offer.
The Offer Documentation is being provided to KLROC unitholders in
accordance with applicable Canadian securities laws and is available from
Kingsdale Shareholder Services Inc., the information agent and depositary for
the Offer, and on SEDAR at www.sedar.com.
Questions regarding the Offer, requests for copies of the Offer
Documentation, or requests for assistance in depositing units pursuant to the
Offer should be directed to Kingsdale Shareholder Services Inc., the
information agent and depositary for the Offer, at The Exchange Tower, 130
King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, North
American Toll-Free Phone Number 1-866-581-0510, Toll Free Fax 1-866-545-5580
or at email@example.com.
Ogilvy Renault LLP is legal counsel to KFS and the Offeror.
This announcement is for informational purposes only and does not
constitute or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security. The Offer (as the same may
be varied or extended in accordance with applicable law) is being made
exclusively by means of, and subject to the terms and conditions set out in,
the Offer Documentation. KLROC unitholders should read these materials
carefully because they contain important information, including the terms and
conditions of the Offer.
This press release includes forward-looking statements that are subject
to risks and uncertainties. These statements relate to future events or future
performance and reflect management's current expectations and assumptions. The
words "anticipate", "expect", "believe", "may", "should", "estimate",
"project", "intend", "forecast" or similar words are used to identify such
forward-looking information. Such forward-looking statements reflect
management's current beliefs and are based on information currently available
to management of Kingsway. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements. For information
identifying important factors that could cause actual results to differ
materially from those anticipated in the forward-looking statements, see
Kingsway's securities filings, including its 2008 Annual Report under the
heading Risk Factors in the Management's Discussion and Analysis section. The
securities filings can be accessed on the Canadian Securities Administrators'
website at www.sedar.com, and on the EDGAR section of the U.S. Securities and
Exchange Commission's website at www.sec.gov or through Kingsway's website at
www.kingsway-financial.com. Kingsway disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
For further information:
For further information: Carol Dixon, Kingsdale Shareholder Services
Inc., Telephone: 1-866-581-0510, Toll Free Facsimile: 1-866-545-5580, Email: