WTF Holdings Inc. Announces Filing and Mailing of Offer and Takeover Bid Circular

BRAMPTON, ON, Oct. 28, 2016 /CNW/ - WTF Holdings Inc. ("WTF") announced today that it has mailed to shareholders of Franchise Bancorp Inc. ("FBI") its formal all cash offer to purchase all common shares of FBI ("Common Shares") other than Common Shares owned by WTF and its affiliates and associates (the "Offer").

The Cash Consideration

WTF is offering $2.13 for each Common Share which represents a premium of 25.3% to the last trading price of the Common Shares on TSX Venture Exchange prior to WTF announcing the Offer on April 8, 2016. 

WTF is a company indirectly owned by Messrs. Paul Thomson, James Walker and Dino Fragaglia, each of whom is a director of FBI.  In addition, Mr. Thomson is the President of FBI, Mr. Walker is President of Global Pet Food Stores Inc., a subsidiary of FBI, and Mr. Fragaglia is Vice-President of Global Pet Food Stores Inc.

Accordingly, the Offer is an "insider bid" under applicable securities laws. A valuation of the Common Shares by Collins Barrow Toronto Valuations Inc. that has been prepared under the supervision of the independent committee of the Board (the "Independent Committee") is included with the Takeover Bid Circular.  The independent valuation concludes that the fair market value of the Common Shares is in the range of $1.78 to $2.13 per share.

Lock-Up Agreements

On October 27, 2016, WTF entered into lock-up agreements (the "Lock-Up Agreements") with Philip Barnes (a director of FBI and member of the Independent Committee), Ronald Saint-Martin (a director of FBI and member of the Independent Committee) and Dianne Loyst (the spouse of a former director and CEO of FBI) whereby they agreed to deposit all of their Common Shares to the Offer.  Philip Barnes, Ronald Saint-Martin and Dianne Loyst own, in the aggregate, 612,154 Common Shares, representing approximately 6.3% of the issued and outstanding Common Shares of FBI (which assumes and includes the 190,893 Common Shares to be acquired pursuant to the conversion of their Class B Shares into Common Shares on the basis of one Class B Share into three Common Shares).

Upon take up of the Common Shares deposited under the Lock-Up Agreements, WTF and its affiliates and associates will beneficially own, directly and indirectly, an aggregate of 8,278,135 Common Shares, representing approximately 85% of the outstanding Common Shares and 100% of the outstanding Class A Shares; assuming each Class B Share having been converted into three Common Shares such that there are no Class B Shares outstanding.

Reasons to Accept the Offer

  • Attractive Premium. The Offer is a 25.3% premium to the last trading price prior to the announcement of WTF's intention to make the Offer.

  • Opportunity for Certainty of Value and Liquidity. Trading in the Common Shares has been subject to low volumes and infrequency of trades, which brings with it a risk to shareholders in realizing the value per Common Share on the open market. The Offer allows shareholders to realize a fair value for their investment and receive cash consideration for all their Common Shares, providing shareholders with certainty of value and liquidity, as well as the opportunity to sell their Common Shares free of broker commissions and fees.

  • Cash Offer. WTF has made arrangements to have sufficient funds on hand to fund the total consideration required to purchase all Common Shares tendered under the Offer and any second step transaction and to pay all related fees and expenses.

  • Lock-Up Agreements. Upon take up of the Common Shares deposited under the Lock-Up Agreements, WTF and its affiliates and associates will beneficially own, directly and indirectly, approximately 85% of the outstanding Common Shares.

Expire Time

The Offer will expire at 4:00 p.m. (Toronto time) on January 3, 2017, unless extended or withdrawn.  In the event that the conditions of the Offer are satisfied by 4:00 p.m. (Toronto time) on January 3, 2017, WTF intends on January 6, 2017 to take up all Common Shares deposited to the Offer at that time, and will issue a press release announcing the same. The Offer will remain open until 4:00 p.m. (Toronto time) on January 13, 2017.  In the event that WTF takes up Common Shares deposited to the Offer, WTF intends to proceed with a compulsory acquisition or subsequent acquisition transaction to acquire any Common Shares not deposited to the Offer.

The Offer and Takeover Bid Circular and related documents have been filed on SEDAR and will be available at www.sedar.com under FBI's profile.

Information and Contacts

WTF has retained TSX Trust to act as depositary and Laurel Hill Advisory Group to act as information agent in connection with the Offer.  Any questions or requests for assistance or further information on how to tender Common Shares to the Offer may be directed to, and copies of the above referenced documents may be obtained by contacting:

Laurel Hill Advisory Group
Toll free in North America: 1-877-452-7184
For banks and brokers and collect calls outside North America: 1-416-304-0211
Email: assistance@laurelhill.com  

Shareholders whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should immediately contact such nominee for assistance in tendering their Common Shares to the Offer.

SOURCE WTF Holdings Inc.

For further information: The contact for WTF is: Paul Thomson, President, 905-790-9023, Toll Free: 1-866-463-4124, Email: paul@franchisebancorp.com

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WTF Holdings Inc.

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