Livingston International Income Fund announces increased cash offer of $9.50
per unit from CPP Investment Board and Sterling Partners
Unitholders representing approximately 60% have committed or voted to support the offer
CPPIB and Sterling Partners have advised Livingston that unitholders representing 20,379,669 units, or approximately 59.7% of the total outstanding units, including 10 large institutional unitholders representing 19,531,621 units, or approximately 57.2% of the total outstanding units, have voted for the existing offer or committed to support the amended offer, provided that no superior offer is made. In the case of committed unitholders representing 33.6% of the total units, a superior offer is defined as one under which Livingston unitholders would receive more than
The amended price represents a premium of 19% to the original offer and of 54% based on the volume-weighted average price of the units for the 30 trading days ended
"Now that a majority of our investors have indicated their support for this offer, we are confident that remaining unitholders will also elect to receive the significant cash premium and immediate liquidity," said
Rick Elfman, Senior Managing Partner for Sterling Partners, said, "Since we first made our offer over two months ago, the debt markets have improved. This has enabled us to put a more appropriate capital structure in place and amend our valuation of the company."
Added
Under the amended acquisition agreement, CPPIB and Sterling Partners would be entitled to an increased termination fee of
The transaction is subject to approval by unitholders holding more than 66 2/3% of the units actually voting at the special unitholder meeting. As previously announced, the special unitholder meeting to approve the acquisition by CPPIB and Sterling Partners is now scheduled for
Livingston has also retained Scotia Capital Inc. as soliciting dealer manager. Scotia Capital Inc. will form a soliciting dealer group consisting of members of the Investment Dealers Association of
Update to tax considerations included in Management Information Circular
Because the effective date of the transaction is expected to occur in 2010, Livingston estimates that the portion of the Final Redemption Amount, as defined in the Management Information Circular dated
As noted in the Circular, in addition to withholding taxes payable in respect of the income distributions referred to above, if the aggregate of the Fund's taxable capital gains for the 2010 taxation year, which is the year in which the effective date of the transaction is expected to occur, that are designated to non-resident unitholders exceeds 5% of such taxable capital gains designated to all unitholders for that taxation year, a non-resident unitholder will be subject to Canadian non-resident withholding tax at the rate of 25% (or such other rate as applies under the provisions of an applicable income tax convention) of the aggregate Capital Gain Distribution paid to the non-resident unitholder. Livingston's revised estimate, as a result of the increase in the purchase price, is that the Capital Gain Distribution will be approximately Cdn$1.85 per unit. As noted in the Circular, non-resident unitholders may wish to consider disposing of their units on the TSX with a settlement date that is prior to the effective date of the arrangement. Non-resident unitholders should consult their own investment and tax advisors with regard to this decision.
How to vote
If unitholders wish to attend and vote at the special meeting in person, they should contact their broker, securities dealer, trust company or other intermediary well in advance of the special meeting to obtain information on how to vote in person. Alternatively, unitholders should exercise their right to vote by following the instructions provided with the Circular or by otherwise following instructions provided by their broker or other intermediary. Unitholders are advised to provide their voting instructions via Internet, telephone or mail. Details are explained in the Circular under the heading "General Proxy Matters".
How to change a vote
If unitholders who voted against the acquisition previously now wish to support the amended acquisition, it is essential that they change their vote and vote in favour of the amended acquisition at
For further information
Unitholders wishing further information or who have questions should contact
Forward-looking statements
Certain statements in this release may be considered forward-looking statements, which reflect the board and management's current beliefs and expectations and which involve assumptions about expected future events or results that are subject to inherent risks and uncertainties. There is significant risk that assumptions and other forward-looking statements will not prove to be accurate. Many factors could cause actual future results, conditions or events to differ materially from the results or outcomes expressed, including risks related to trade volumes, deterioration of economic conditions, currency and interest-rate volatility, the ability to meet credit facility covenants and borrowing limits, the continued availability of credit facilities and bonds, pandemics and regulatory change, among others. Furthermore, there can be no assurance that the acquisition agreement will receive all necessary consents and approvals and that the proposed transaction will materialize. Investors are cautioned not to place undue reliance on assumptions or forward-looking statements.
About Livingston
Livingston International Income Fund is a trust that holds the securities of Livingston International Inc., a leading North American provider of customs, transportation and integrated logistics services. Headquartered in
About CPP Investment Board
The CPP Investment Board is a professional investment management organization that invests the funds not needed by the
About Sterling Partners
Sterling Partners is a private equity firm with a 25-year history of generating superior returns, with a focus on business services, health care and education. With approximately US$4 billion of capital under management, the firm invests in industries with positive, long-term trends and provides ongoing support with a diverse and balanced team of industry veterans, operators, investors, strategy experts and human capital professionals. Sterling Partners is co-headquartered in
For further information: Livingston International Inc., Dawneen MacKenzie, 1-800-387-7582 ext. 3109, [email protected]; CPP Investment Board, May Chong, (416) 868-8657, [email protected]
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