TORONTO, Jan. 18, 2013 /CNW/ - Ontario Teachers' Pension Plan
(Teachers') and SeaCube Container Leasing Ltd. (SeaCube) (NYSE: BOX),
today announced they have entered into an agreement by which Teachers'
will acquire 100% of the shares of SeaCube, one of the world's largest
container leasing companies.
Under the terms of the agreement, SeaCube shareholders will receive
$23.00 in cash per SeaCube common share, representing a 13.3% premium
over the shares' closing price on January 18, 2013, a 25% premium over
the 50-day volume-weighted average price and a 130% premium over the
shares' initial public offering price in October 2010.
The transaction has been unanimously approved by the board of directors
of SeaCube, is expected to close in the first half of 2013 and is
subject to customary closing conditions, including foreign and U.S.
regulatory approvals. In addition, the transaction is subject to
approval by the shareholders of SeaCube.
SeaCube is based in Park Ridge, New Jersey, and has seven offices
worldwide. It acquires, owns, manages and leases containers that are
essential intermodal equipment used in global containerized cargo
trade. Equipment is primarily leased under long-term contracts to the
world's largest shipping lines.
This transaction is led by Teachers' Long-Term Equities group, which
focuses on direct investments with steady cash flow, growth potential
over a long-term horizon and a low to moderate level of risk. Teachers'
plans to operate SeaCube as a standalone business operation with the
current management team remaining in place.
"SeaCube is a good fit with our investment criteria of providing
reliable income streams, consistent performance and growth
opportunities," said Lee Sienna, Vice-President, Long-Term Equities.
BofA Merrill Lynch and Deutsche Bank Securities Inc. are serving as
financial advisors to SeaCube, and Skadden, Arps, Slate, Meagher & Flom
LLP is acting as legal advisor to SeaCube.
With $117.1 billion in assets as of December 31, 2011, the Ontario
Teachers' Pension Plan is the largest single-profession pension plan in
Canada. An independent organization, it invests the pension fund's
assets and administers the pensions of 300,000 active and retired
teachers in Ontario. For more information visit www.otpp.com
SeaCube is one of the world's largest container leasing companies based
on total assets. The principal activities of SeaCube's business include
the acquisition, leasing, re-leasing and subsequent sale of
refrigerated and dry containers and generator sets. SeaCube leases
containers primarily under long-term contracts to a diverse group of
the world's leading shipping lines. For more information regarding
SeaCube please visit www.seacubecontainers.com.
Cautionary Note Regarding Forward-Looking Statements
Certain items in this press release and other information SeaCube
provides from time to time may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995 including, but not necessarily limited to, statements relating to
future events and financial performance. You can identify these
forward-looking statements by the use of forward-looking words such as
"outlook," "believes," "expects," "potential," "continues," "may,"
"will," "should," "could," "seeks," "approximately," "predicts,"
"intends," "plans," "estimates," "anticipates," "target," "projects,"
"contemplates" or the negative version of those words or other
comparable words. Any forward-looking statements contained in this
press release are based upon SeaCube's historical performance and on
SeaCube's current plans, estimates, and expectations in light of
information currently available to SeaCube. Such forward-looking
statements are subject to various risks and uncertainties and
assumptions relating to SeaCube's operations, financial results,
financial condition, business, prospects, growth strategy, and
liquidity. For a discussion of such risks and uncertainties, see "Risk
Factors" included in SeaCube's Annual Report on Form 10-K. Furthermore,
SeaCube is under no obligation to update or alter any of the
forward-looking statements contained in this press release as a result
of new information, future events or otherwise, unless required by law.
Additional Information About the Acquisition and Where to Find it
This communication is being made in respect of the proposed transaction
involving SeaCube and Teachers'. The proposed transaction will be
submitted to the shareholders of SeaCube for their consideration. In
connection with the proposed transaction, SeaCube will prepare a proxy
statement to be filed with the SEC. SeaCube plans to file with the SEC
other documents regarding the proposed transaction. SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement will be
mailed to SeaCube's shareholders. You may obtain copies of all
documents filed with the SEC concerning the proposed transaction, free
of charge, at the SEC's website at www.sec.gov. In addition, shareholders may obtain free copies of the documents
filed with the SEC by SeaCube by going to SeaCube's Investor Relations
website page by clicking the "Investors" link at www.seacubecontainers.com or by sending a written request to SeaCube's Secretary at 1 Maynard
Drive, Park Ridge, NJ 07656, or by calling the Secretary at (201)
SOURCE: Ontario Teachers' Pension Plan
For further information:
Director, Communications and Media Relations
Ontario Teachers' Pension Plan
Treasurer & Vice President of Investor Relations
SeaCube Container Leasing Ltd.