MISSISSAUGA, ON, July 26 /CNW/ - Samuel, Son & Co., Limited ("Samuel") announced today that it has entered into a definitive agreement with Samuel Manu-Tech Inc. (TSX:SMT) ("SMT") which provides for a proposed transaction in which Samuel would effectively acquire all of the common shares in the capital of SMT that Samuel does not already own for $ 7.50 CDN per share in cash.
The all-cash consideration of $ 7.50 CDN per share represents a premium of 76.9% to the closing price of SMT's common shares on the TSX on July 23rd, 2010 (the last full trading day prior to the date of this announcement) and a premium of 81.6% to the volume weighted average trading price of the shares on the TSX for the 20 trading days ending July 23rd, 2010.
Samuel already owns 71.8% of the outstanding shares of SMT and intends to fund the acquisition and related expenses with its existing cash resources and committed financing.
In connection with the proposed transaction, Samuel and its wholly-owned subsidiary have entered into a support agreement with SMT containing customary representations, warranties and covenants. In addition, Samuel has entered into lock-up agreements with common shareholders representing approximately 9.8% of SMT's common shares. Subject to the terms of the lock-up agreements, these shareholders have agreed to vote in favour of the proposed transaction.
The SMT Board of Directors established a committee of independent directors (the "Independent Committee") to, among other things, supervise the preparation of a formal valuation and oversee the finalization of a definitive agreement in connection with the proposal.
The Independent Committee has retained CIBC World Markets Inc. ("CIBC World Markets") as its independent valuator for the purpose of providing a valuation in accordance with applicable regulatory requirements.
BMO Capital Markets is acting as exclusive financial advisor to Samuel in the context of this transaction.
The proposed transaction is structured as an amalgamation of SMT with a wholly owned subsidiary of Samuel. A management information circular will be prepared and mailed for a special meeting of SMT shareholders that is expected to be held in early September, 2010. The Board of Directors of SMT has established August 4th, 2010 as the record date for determining shareholders entitled to vote at the special meeting.
The information circular to be sent to shareholders would include full details of the terms of the transaction, the recommendation to shareholders by the Board of Directors of SMT (excluding the Board representatives that are conflicted) and the Independent Committee, as well as a formal valuation report on the shares of SMT, and fairness opinion prepared by CIBC World Markets.
The transaction would be subject to customary conditions for an amalgamation including, among others, (i) approval by at least two thirds of the votes cast by holders of SMT common shares, (ii) approval by a simple majority of the votes cast by the minority holders of SMT common shares (which will exclude for this purpose the 23,079,360 shares held by Samuel and the shares held by certain related parties of Samuel pursuant to applicable law), and (iii) the receipt of any required approvals from Samuel and SMT's existing lenders.
About Samuel Manu-Tech Inc.
SMT is a leading North American industrial products and technology company producing a wide range of steel, plastic and related industrial products and services from locations in Canada, the United States and Mexico.
About Samuel, Son & Co., Limited
Samuel is the fifth largest metal service centre and the largest privately held metal service centre in North America, with locations across both Canada and the United States, as well as locations in Mexico, the United Kingdom, Australia and China.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements relating to the acquisition by Samuel, Son & Co., Ltd. ("Samuel") of the common shares of Samuel Manu-Tech Inc. ("SMT") that Samuel does not already own, including statements regarding the completion of the proposed transaction and other statements that are not historical facts. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "estimate," "plan" and similar expressions of future or conditional verbs such as "will," "may," "should," "could," or "would." Such forward-looking statements are subject to important risks and uncertainties including, without limitation, required SMT shareholder approval, receipt of necessary third party consents, receipt of necessary financing, and the satisfaction or waiver of certain other conditions contemplated by the definitive agreement. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured, postponed to a later date or not be completed at all, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Samuel does not assume and expressly renounces any obligation to update any of these forward-looking statements, which are only applicable on the date on which they were made. Additionally, Samuel undertakes no obligation to comment on expectations of, or statements made by third parties in respect of the proposed transaction.
SOURCE SAMUEL MANU-TECH INC.
For further information: For further information: Wayne K. Bassett, President and Chief Executive Officer, Samuel, Son & Co., Limited 2360 Dixie Road, Mississauga, ON, L4Y 1Z7, (905) 279-5460, Email Address: firstname.lastname@example.org