QUÉBEC CITY, Nov. 18, 2013 /CNW Telbec/ - Novik Inc. ("Novik") (TSXV: NVK) is pleased to announce that it has entered into a
non-binding (subject to prescribed exceptions) letter of intent (the "Letter") with Clearview Capital LLC ("Clearview") pursuant to which Clearview proposes to acquire all of the issued and
outstanding common shares (the "Shares") of Novik (the "Transaction"), including the Shares issuable upon the conversion of convertible
securities, for a cash consideration of $0.85 per Share (the "Purchase Price"), representing an aggregate purchase price of approximately
$45,000,000, plus the assumption of certain debt and debt-like items.
The Transaction is not subject to any financing condition.
The Purchase Price represents a premium of approximately 21.9% to the
30-day volume-weighted average trading price of the Shares ("VWAP") for the period ending on the date hereof and a premium of
approximately 35.2% to the 90-day VWAP.
It is anticipated that the Transaction shall proceed by way of a court
approved plan of arrangement pursuant to the Business Corporation Act (Quebec). The Letter provides for an exclusivity period of 20 business
days following its execution, subject to an automatic extension of 10
business days and any further mutually agreed extension, (the "Exclusivity Period") during which Novik shall negotiate an arrangement agreement (the "Arrangement Agreement") with Clearview and allow Clearview to complete confirmatory due
diligence. In the event the Arrangement Agreement is executed, the
closing of the Transaction will be subject to a number of conditions,
including, but not limited to, regulatory, third party, court and
Under the Letter, Novik has agreed not to solicit any other acquisition
proposals, provided, however, that the board of directors of Novik (the
"Board") is permitted to consider unsolicited superior proposals in compliance
with its fiduciary duties. Clearview has a right to match any such
superior proposal. The Letter provides for a break fee of $1,800,000 to
be payable by Novik to Clearview if the Letter is terminated under
certain circumstances, including in the event that the Board accepts a
superior proposal during the Exclusivity Period.
Michel Gaudreau, the Chairman of the Board and President and Chief
Executive Officer of Novik and the holder, directly or indirectly, of
19,425,000 Shares and options to purchase 750,000 common shares of
Novik representing approximately 39 % of the outstanding Shares (on a
non-diluted basis), has signed an irrevocable lock-up agreement with
Clearview (the "Lock-Up Agreement") pursuant to which he has undertaken, among other matters, to vote in
favour of the Transaction and against any alternative acquisition
proposal. The Lock-Up Agreement also grants a proxy in favour of
Clearview to exercise the voting rights attached to the Shares held by
Mr. Gaudreau. The Lock-Up Agreement automatically terminates on such
date that is the earlier of (i) the date upon which Novik and Clearview
have mutually agreed in writing to terminate the Letter, (ii) four (4)
months following the execution of the Letter provided that during such
period no Arrangement Agreement has been executed by Novik and
Clearview, (iii) the termination of the Arrangement Agreement resulting
from a breach by Clearview, (iv) four (4) months following the
termination of the Arrangement Agreement for any other reason, and (v)
the closing of the Transaction.
"We believe the acquisition of Novik by Clearview is a transaction
beneficial to all stakeholders, including shareholders, employees and
customers. This announcement marks a positive outcome for Novik
shareholders following a process undertaken with the assistance of
Novik's financial advisor, PricewaterhouseCoopers Corporate Finance
Inc., in which Novik has reviewed and considered many potential
alternatives" commented Michel Gaudreau. Novik formed a special
committee comprised of its three independent directors to oversee this
"Novik is an excellent company with great employees, highly
differentiated products and high potential for future growth", said
James G. Andersen, Clearview's co-Founder and co-Managing Partner.
"Our goal is to partner with Novik's talented management team to
invest in continued expansion in Quebec and in further penetration of
the United States market. We strongly believe that our access to
capital and extensive experience and relationships at all levels of the
building products industry will allow us to accelerate the company's
growth for the benefit of all the company's stakeholders."
Full details of the Transaction will be included in the Arrangement
Agreement and the management information circular expected to be filed
with the regulatory authorities and mailed to holders of Shares in
accordance with applicable securities laws. All securityholders of
Novik are urged to read the management information circular once it
becomes available as it will contain additional important information
about the Transaction.
PricewaterhouseCoopers Corporate Finance Inc. is acting as financial
advisor and McCarthy Tétrault LLP is acting as legal advisor to Novik.
Blake, Cassels & Graydon LLP is acting as legal advisor to Clearview.
Novik (NVK) is a leader in the design, manufacture and distribution of
innovative polymer exterior siding, roofing coverings and accessories
that replace traditional materials such as stone, brick or wood
shingles. These products target the world-wide residential and
commercial construction industry.
Clearview Capital, LLC is a private investment firm based in Old
Greenwich, CT that invests in and develops mid-sized, North American
companies in partnership with management. The firm has a long history
of assisting strong management teams in the execution of their growth
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking information, as such term is
defined in applicable securities laws. Forward-looking statements are
typically identified by words such as: believe, expect, anticipate,
intend, estimate and similar expressions, or are those which, by their
nature, refer to future events. Forward-looking information includes,
without limitation, the outcome of the proposed Transaction and other
similar information concerning anticipated future events, conditions or
results that are not historical facts. Specifically, the Letter is subject to numerous conditions including the
completion of a satisfactory due diligence and the negotiation and
execution of the Arrangement Agreement. This press release also contains forward-looking statements and
information concerning the anticipated timing and completion of the
execution of the Arrangement Agreement. Novik provided these
anticipated times in reliance on certain assumptions that it believes
are reasonable at this time, including assumptions as to the time
required for Clearview to complete its confirmatory due diligence.
Novik cautions readers that all forward-looking information is
inherently uncertain and that actual performance may be affected by a
number of material factors, many of which are beyond Novik's control.
Accordingly, actual future events, conditions and results may differ
materially from the estimates, beliefs, intentions and expectations
expressed or implied in the forward-looking information. All statements
are made as of the date of this news release and Novik assumes no
obligation to update or alter any forward-looking information unless
required by applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Novik Inc.
For further information:
Chairman of the Board and
President and Chief Executive Officer
Tel. : (418) 878-6161
E-mail : firstname.lastname@example.org
EVP & General Manager and
Interim Chief Financial Officer
Tel. : (418) 878-6161
E-mail : email@example.com
James G. Andersen
Co-Founder & Co-Managing Partner
1445 East Putnam Ave.
Old Greenwich, Connecticut
Tel.: (203) 698-2777