MONTREAL, Jan. 23, 2014 /CNW Telbec/ - Transat A.T. Inc. announces that
pursuant to an application it filed with the Autorité des marchés financiers, as principal regulator, the Ontario Securities Commission and the securities regulatory authorities in the other provinces of
Canada, the company received, on December18, 2013, a conditional
exemption from applicable take-over bid and related early warning
reporting requirements. This decision would effectively treat Transat's
Class A variable voting and Class B voting shares as a single class for
the purposes of applicable take-over bid requirements and early warning
reporting requirements contained under Canadian securities laws. A copy
of the decision is available on SEDAR at www.sedar.com.
The exemption is conditional to shareholder approval of the renewal of
Transat's shareholder rights plan, including the proposed amendments
resulting from the decision (the " 2014 Rights Plan"), which approval
Transat will seek at its annual and special meeting of shareholders to
be held on March 13, 2014.
Subject to certain exceptions, the shareholder rights plan currently in
place would be triggered in the event of an offer to acquire 20% or
more (on a per class basis) of the outstanding Class A Variable Voting
Shares or Class B Voting Shares. The 2014 Rights Plan will, to be
consistent with the Decision, only be triggered by an offer to acquire
20% or more of the outstanding Class A Variable Voting Shares and Class
B Voting Shares of Transat on a combined basis.
Objective of the Decision
Transat has a flexible capital structure that is designed to permit
non-Canadian (as defined under the Canada Transportation Act) investors to become shareholders of Transat. The relatively small number of outstanding Class A Variable Voting
Shares (the share class for non-Canadians) may limit the ability of
non-Canadians to acquired shares of Transat. In an effort to facilitate
the acquisition of Class A Variable Voting Shares, Transat applied to
the Autorité des marchés financiers, as principal regulator, and the Ontario Securities Commission in order to seek the decision. Though applicable take-over bid rules and
early warning requirements apply to the acquisition of securities of a
class, it was acknowledged in the decision that aggregating Class A
Variable Voting Shares and Class B Voting Shares for the purpose of the
take-over bid rules and early warning requirements may facilitate the
acquisition of Class A Variable Voting Shares. Because of the
relatively small public float of Class A Variable Voting Shares
(compared to the public float of Class B Voting Shares), absent the
decision, it may be more difficult for non-Canadians to acquire shares
in the ordinary course without the apprehension of inadvertently
triggering the take-overs rules or early warning requirements. The
decision considered the fact that the Class A Variable Voting Shares
and Class B Voting Shares have identical terms except for the foreign
ownership limitations applicable in the case of the Class A Variable
The decision also takes into account the fact that Transat's dual class
shareholding structure was implemented solely to ensure compliance with
the requirements of the Canada Transportation Act. An investor does not control or choose which class of Transat shares
it acquires and holds. The class of shares ultimately available to an
investor is only a function of the investor's status as a Canadian
(holders of Class B Voting Shares) or non-Canadian (holders of Class A
Variable Voting Shares).
The 2014 Rights Plan is designed to provide Transat's shareholders and
the Board of Directors additional time to assess an unsolicited
take-over bid for the company and, where appropriate, to give the Board
of Directors additional time to pursue alternatives for maximizing
shareholder value. It also encourages fair treatment of all
shareholders by providing them with an equal opportunity to participate
in a take-over bid.
For more information relating to the 2014 Rights Plan, please refer to
Transat's management proxy circular which is available on Transat's
website at www.transat.com or on SEDAR at www.sedar.com.
Transat A.T. Inc. is an integrated international tour operator with more
than 60 destination countries and that distributes products in over 50
countries. A holiday travel specialist, Transat operates mainly in
Canada and Europe, as well as in the Caribbean, Mexico and the
Mediterranean Basin. Montreal-based Transat is also active in air
transportation, destination services, accommodation and distribution.
Transat's firm commitment to sustainable tourism development is
reflected in its multiple corporate responsibility initiatives (TSX:
TRZ.B; TRZ.A ).
SOURCE: Transat A.T. Inc.
For further information:
Information for media representatives:
Communications and Media relations Advisor
514 987-1616, ext. 4662