MONTREAL, April 19 /CNW Telbec/ - In light of recent trading activity on
the subordinate voting shares of Van Houtte Inc. (the "Company"), the Company
has been asked by the Toronto Stock Exchange to disclose the current state of
the value maximization process announced previously by the Company.
In the process of reviewing its strategic alternatives, the Board of
Directors of the Company has sought interest in the past four months from a
wide variety of parties with respect to the Company. In the context of this
process, the Board has received several non-binding offers and after reviewing
them has entered into an exclusivity agreement with one party. The price
offered is $25.00 per share plus a contingency value receipt ("CVR") related
to the Bill 15 tax liabilities for which the Company previously disclosed a
provision of $15.8M. The terms and conditions of the CVR are to be agreed upon
by the parties. The value of such CVR will depend on the amount and timing of
settlement, if any, of this liability with the tax authorities. The $0.25 per
share special dividend payable on June 15, 2007 will be maintained. If a
binding agreement is entered into with such party, the June 2007 quarterly
dividend will not be declared. Including the special dividend but excluding
the CVR, the price offered represents a premium of approximately 45% over the
20-day volume weighted average trading price for the period ending the day
prior to the formal announcement of the Company's review process of its
strategic alternatives. Under certain specified circumstances, the Company has
agreed to pay such party a break fee of $5,000,000 in the event the Company
enters into a superior transaction with another party.
The non-binding offer received by the Company is still subject to
confirmatory due diligence, execution of definitive legal documentation and
other customary conditions. There is no assurance that the negotiations with
this party will result in a binding offer being made for the Company.
The Company intends to make no further announcements or comments unless
the circumstances so warrant.
This press release contains forward-looking statements reflecting Van
Houtte's objectives, estimates and expectations. Such statements may be marked
by the use of verbs such as "believe," "anticipate," "estimate" and "expect"
as well as the use of the future or conditional tense. By their very nature,
such statements involve risks and uncertainty. Consequently, results could
differ materially from the Company's projections or expectations. For
information on the nature of risk factors not specifically discussed in this
press release, the reader can consult Van Houtte's 2006 annual report under
the heading "Risks and Uncertainties", p. 17-18.
About Van Houtte
Founded in 1919, Van Houtte is one of North America's leading gourmet
coffee roasters, marketers and distributors. The Company roasts and markets
its gourmet coffees across Canada and the U.S. through distribution channels
that include coffee services, retail stores, café-bistros and online shopping.
For further information:
For further information: Jean-Yves Monette, President and Chief
Executive Officer; Gérard Geoffrion, Executive Vice-President, Van Houtte
Inc., (514) 593-7711, www.vanhoutte.com