TORONTO AND CALGARY, May 24, 2011 /CNW/ - Canadian Tire Corporation,
Limited (TSX:CTC) (TSX:CTC.A) ("Canadian Tire") and The Forzani Group
Ltd. (TSX:FGL) ("Forzani") announced today that Canadian Tire, through
its wholly-owned subsidiary FGL AcquisitionCo Limited (the "Offeror"),
has commenced its offer to acquire all of the outstanding Class "A"
shares ("Common Shares") of Forzani for $26.50 per Common Share in cash
(the "Offer") and mailed the Offer and take-over bid circular to
Forzani shareholders. The directors' circular of the board of directors
of Forzani has been concurrently mailed with the Offer and take-over
The board of directors of Forzani, after receiving the recommendation of
the special committee of the board of directors and a fairness opinion
from its financial advisor, Greenhill & Co. Canada Ltd., has
unanimously determined that the consideration offered for the Common
Shares pursuant to the Offer is fair to all shareholders (other than
the Offeror, Canadian Tire and their respective affiliates), that it is
in the best interests of Forzani to support and facilitate the Offer
and recommends that Forzani shareholders deposit all of their Common
Shares to the Offer.
The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on
June 29, 2011, unless extended, and is conditional upon, among other
things, customary regulatory approvals and there having been validly
deposited (and not withdrawn), together with any Common Shares owned or
controlled by the Offeror and its affiliates, at least 662/3% of the outstanding Common Shares (on a fully-diluted basis).
Full details of the Offer are contained in the take-over bid circular of
the Offeror and the Forzani directors' circular, copies of which are
available under Forzani's profile at www.sedar.com.
Computershare Investor Services Inc. is the depositary for the Offer.
Shareholders can obtain copies of the take-over bid circular and
related materials at no charge from the depositary at 1-800-564-6253 or
by email at firstname.lastname@example.org. The information agent for the Offer is Phoenix Advisory Partners.
Inquires should be directed to the information agent toll-free at
1-866-793-5520 or email@example.com. Additional copies of these documents may also be obtained on request
from the information agent.
About Canadian Tire Corporation, Limited
Canadian Tire Corporation, Limited is one of Canada's most-shopped
general retailers, offering everyday products and services to Canadians
through more than 1,200 retail and gasoline outlets from
coast-to-coast. Canadian Tire's primary retail business categories -
Automotive, Living, Fixing, Playing and Apparel - are supported and
strengthened by its Financial Services division, which offers such
products and services as credit cards, in-store financing, product
warranties, and insurance. Nearly 57,000 people are employed across the
Canadian Tire enterprise, which was founded in 1922 and remains one of
Canada's most recognized and trusted brands.
About The Forzani Group Ltd.
The Forzani Group Ltd. is one of Canada's leading retailers of sporting
goods, offering a comprehensive assortment of brand-name and
private-brand products, operating stores from coast to coast, under the
following corporate and franchise banners: Sport Chek, Sport Mart,
Athletes World, National Sports, Sports Experts, Intersport,
Atmosphere, Tech Shop, Nevada Bob's Golf, Hockey Experts, The Fitness
Source and S3. Forzani also has websites for several of its corporate
and franchise banners which can be accessed through its main website at
This press release contains certain statements that may constitute
forward-looking information within the meaning of applicable securities
laws relating to Canadian Tire, the Offeror, Forzani and their
respective operations. This forward-looking information relates to,
among other things, the Offer, conditions of the Offer and expected
expiry of the Offer. Often, but not always, forward-looking information
can be identified by the use of such words as "may", "will", "expect",
"believe", "plan", "intend", "estimate", "outlook", "forecast",
"should", "anticipate" and other similar terminology, including
statements concerning possible or assumed future results.
Forward-looking information is based on the reasonable assumptions,
analysis and estimates of the management of Canadian Tire and Forzani
in respect of their respective experience and perception of trends,
current economic conditions and expected developments, as well as other
material factors considered to be relevant at the time of making such
By its nature, forward-looking information involves known and unknown
risks and uncertainties, which give rise to the possibility that these
assumptions, analysis and estimates will be incorrect and that
anticipated results will not be achieved. Although the management of
both Canadian Tire and Forzani believe that the statements with respect
to forward-looking information are reasonable and current, such
statements should not be interpreted as a guarantee of future
performance or results, and will not necessarily be an accurate
indication of whether or not such results will be achieved.
Forward-looking information is necessarily subject to a number of
factors that may cause actual results to differ materially from those
results implied by the expectations suggested by such information.
Those factors include, without limitation, the following: the ability
to obtain all necessary regulatory approvals, third party consents and
otherwise satisfy the conditions of the Offer; delays in mailing the
take-over bid documentation or in closing the Offer; and those risks
and uncertainties described in the Annual Information Forms of Canadian
Tire and Forzani filed with the securities regulatory authorities in
Canada available at www.sedar.com.
When relying on the forward-looking information to make decisions with
respect to Canadian Tire or Forzani, investors and others should
carefully consider the foregoing factors, but are strongly cautioned
that the foregoing list of factors is not exhaustive and other factors
could adversely affect the performance of Canadian Tire or Forzani.
Investors and other readers are encouraged to consider the foregoing
risks and other factors carefully when evaluating the forward-looking
information and are cautioned not to place undue reliance upon such
information when making investment decisions. The forward-looking
information in this press release is current to the date hereof, and is
subject to change following such date. While Canadian Tire and/or
Forzani may elect to do so, unless required by applicable law, neither
undertakes, and each expressly disclaims, any obligation to update this
information to reflect new information or circumstances at any
SOURCE Canadian Tire Corporation, Limited
For further information:
Media: Liz Hamilton, (416) 544-6186
Investors: Angela McMonagle, (416) 480-8225
Media: David Ryan, Longview Communications Inc., (416) 649-8007
Investors: Michael Lambert, CA, Chief Financial Officer, (403) 717-1666 or Evan Johnston, Vice-President and General Counsel, (403) 717-1453