TORONTO, June 23 /CNW/ - West Face Capital Inc. announced today that
West Face Acquisitions Inc., a nominee for several private investments funds
advised by West Face Capital Inc., intends to offer to purchase up to an
aggregate of 3 million common shares of Samuel Manu-Tech Inc. for a purchase
price of $9.15 in cash per share.
The offer price represents a premium of 11% over the volume weighted
average trading price of the SMT shares on the Toronto Stock Exchange for the
20 trading days ending June 20, 2008.
The maximum number of SMT shares that may be purchased under the offer
represents approximately 9.3% of the outstanding SMT shares. West Face
Acquisitions Inc. intends to make the offer to acquire an ownership interest
in SMT of a size that may not be practicable to purchase through the
facilities of the TSX in light of the relatively illiquid market for the
shares, while providing owners of SMT shares with an opportunity to sell
shares at a premium to the current market price on a commission-free basis.
The offer will be open for acceptance until 4:00 p.m. Toronto time on
July 15, 2008, unless it is extended or withdrawn.
The obligation of West Face Acquisitions Inc. to take up and pay for SMT
shares pursuant to the offer will be subject to a number of conditions set out
in the offer document. The offer will not be subject to a minimum tender
condition. In the event that the number of SMT shares tendered to the offer is
greater than 3 million, the offeror will take up and pay for only 3 million
SMT shares, on a pro rata basis, as described in the offer document.
SMT shareholders may obtain a copy of the offer document by mailing a
request to the address below or by requesting a copy by e-mail to
The offer will not be a "take-over bid" within the meaning of Canadian
securities legislation, because the maximum number of SMT shares subject to
the offer, when combined with the number of SMT shares owned by West Face
Acquisitions Inc. and its joint actors, represents less than 20% of the
outstanding SMT shares. The offer also is not a "mini-tender" within the
meaning of CSA Staff Notice 61-501, because, unlike a mini-tender, the offer
will be made at a price above the current market price of the SMT shares.
For further information:
For further information: Gregory Boland, West Face Capital Inc., 2 Bloor
Street East, Suite 810, P.O. Box 85, Toronto, ON, M4W 1A8, Tel: (647)