L'ISLET, QC, Jan. 12 /CNW Telbec/ - Les Industries Amisco Ltée ("Amisco")
announced today that it has entered into an acquisition agreement with
9203-8850 Québec Inc. ("Acquisitionco"), a wholly-owned subsidiary of Gestion
Martin Poitras Inc. Under the terms of the agreement, Amisco will amalgamate
with Acquisitionco and the shareholders of Amisco will receive upon completion
of the amalgamation $1.75 in cash for each Amisco share, representing a 110%
premium over the volume weighted average trading price of the common shares on
the Toronto Stock Exchange for the 20 trading days ended November 28, 2008,
the last trading day prior to the announcement of the proposed privatization.
The going-private transaction has been approved unanimously by the Board
of Directors of Amisco (with Messrs. Réjean Poitras and Claude Poitras
abstaining) following the report of the Independent Committee established by
the Board of Directors on November 18, 2008 and comprised of three independent
directors, namely Gérald A. Lacoste, Q.C. (Chair), René G. Jarry and André
Normand. In its report, the Independent Committee unanimously recommended that
the Board of Directors approve the acquisition agreement and that it
recommends to the shareholders that they vote in favour of the amalgamation.
In doing so, the Amisco Board determined that the consideration to be paid to
the shareholders pursuant to the amalgamation is fair to the shareholders
(other than Gestion Martin Poitras Inc. and Clarke Inc.) and in the best
interests of Amisco and authorized the submission of the amalgamation to the
shareholders for their approval at a special meeting of shareholders. The
Board of Amisco also has determined unanimously (with Messrs. Réjean Poitras
and Claude Poitras abstaining) to recommend to the minority shareholders that
they vote in favour of the amalgamation.
The Independent Committee and the Board of Directors have received on
January 12, 2009 a copy of the formal valuation and a copy of a fairness
opinion from PricewaterhouseCoopers LLP ("PWC"). The fairness opinion
confirmed that such consideration of $1.75 is fair from a financial point of
view to the minority shareholders. Subject to the factors set out in the
valuation, PWC established a valuation range of $1.70 to $2.00 per share.
Copies of the fairness opinion and the formal valuation report, factors
considered by the Independent Committee and the Board and other relevant
background information will be included in the management information circular
that will be sent to Amisco shareholders in connection with the special
meeting to consider the amalgamation.
On December 1, 2008, Gestion Martin Poitras Inc., through its
wholly-owned subsidiary Acquisitionco, announced to Amisco that it was
proposing to acquire all of the outstanding common shares of Amisco not held
by Gestion Martin Poitras Inc. through the amalgamation of Acquisitionco and
Amisco to form a new corporation. At the date of this announcement, it was
stated that the Amisco shareholders would receive $1.60 for each Amisco share
after the effective time of the amalgamation. Following the receipt of a
preliminary verbal opinion by the Independent Committee from its financial
advisor PWC on December 23, 2008 that the fair market value of the common
shares of Amisco was in the range of $1.70 to $2.01, negotiations occurred
between the Independent Committee and Gestion Martin Poitras Inc. and the
consideration to be received under the transaction was reviewed at $1.75.
The going-private transaction will be implemented by way of a statutory
amalgamation under the Companies Act (Québec). A meeting of shareholders to
consider the amalgamation is anticipated to take place at the end of February
or early March. To be implemented, the amalgamation will require (i) approval
by two-thirds of the votes cast by holders of common shares, and (ii) approval
by a simple majority of the votes cast by minority shareholders. The
amalgamation will also require obtaining any required regulatory approvals.
Prior to the amalgamation, Gestion Martin Poitras Inc. shall transfer all
of its Amisco shares to Acquisitionco in exchange for Acquisitionco common
shares. Gestion Martin Poitras Inc. currently holds 1 801 300 Amisco shares,
representing approximately 47% of all the issued and outstanding shares of
Clarke Inc., who owns 564 500 shares representing approximately 15% of
the issued and outstanding shares of Amisco, entered into a support agreement
on December 1, 2008, whereby it convened to support the amalgamation and to
vote its Amisco shares in favour of the amalgamation.
The combined entity will be known as Les Industries Amisco Ltée and
Amisco's management will continue to serve in their current capacity within
the new entity.
Amisco is a North American leader in the design and manufacture of
composite painted tubular and steel sheet residential furniture. Founded in
1954, Amisco manufactures beds, tables, chairs and stools. Recognized for
their quality, its products can be personalized - finishes, colours, fabrics
and dimensions - and shipped within less than 10 working days. Amisco employs
about 150 people, serves some 700 customers and records 60% of its business
volume in the United States.
This press release presents certain "forward-looking statements" within
the meaning of applicable securities laws relating to the proposal to take
Amisco private, including statement relating to the terms and conditions of
the proposed transaction.
Readers are cautioned not to place undue reliance on forward-looking
statement. Actual results and developments may differ materially from those
contemplated by these statements depending on, among other things, the risks
that the parties will not proceed with a transaction, that the ultimate terms
of the transaction will differ from those that currently are contemplated, and
that the transaction will be not be successfully completed for any reason
(including the failure to obtain the required approvals). The statements in
this news release are made as of the date of this release and, except as
required by applicable law, Amisco undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
For further information:
For further information: Réjean Poitras, Chairman of the Board,
President and Chief Executive Officer, 1-800-361-6360; Source: AMISCO
INDUSTRIES LTD. (TSX: IAC)