Trading Symbol: MCV
TORONTO, Jan. 30, 2012 /CNW/ - McVicar Industries Inc. ("McVicar") announces today that it has entered into a support agreement (the "Support Agreement") with its 56.2% owned subsidiary, Jite Technologies Inc. ("Jite" TSXV symbol - JTI) pursuant to which McVicar has agreed to offer to acquire, directly or indirectly, all of the 8,788,363 outstanding common shares of Jite which it does not already own and up to an additional 1,186,000 shares issuable upon exercise of existing options for a cash price of $0.60 per share (the "Offer"). The purchase price under the Offer represents a 115.4% premium over the average closing price for the last 30 trading days of $0.2785. The transaction is valued at approximately $5.4 million.
The Offer, when made, will constitute an "insider bid" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions of the Canadian Securities Administrators ("MI61-101") and the parties have agreed to comply in all respects with MI6-101 in connection with the Offer. In this regard, a Special Committee of the board of directors of Jite, consisting of Mr. Colin Digout, the independent director of Jite, has received a valuation and fairness opinion, prepared in compliance with the applicable provisions of MI61-101, from investment banking firm, Evans & Evans, Inc. of Vancouver, to the effect that the offering price is below what they consider fair from a financial point of view to the minority shareholders of Jite as the firm has ascribed a value range of $15.3 to $17.0 million ($0.76 to $0.85 per share) to Jite and its business, on a going concern basis, as at November 30, 2011. However, Evans & Evans indicated that there are qualitative factors, including (i) the lack of liquidity and low volume of trading in Jite shares over the past several months; (ii) the offer price represents a 115.44% premium over the average closing price of Jite shares on the TSXV for the previous 30 days; and (iii); the Offeror currently holds a 56.2% control position and provides all senior management personnel to Jite, which contribute to overall fairness that shareholders may consider in responding to the offer. The Special Committee considered the perceived investment risk applicable to companies with Chinese operations as an additional qualitative factor to be considered.
The selection of Evans & Evans, Inc. as valuator was made by the Special Committee.
The board of directors of Jite, upon consultation with its financial and legal advisors and following receipt of a recommendation of the Special Committee, has unanimously accepted the Special Committee's recommendation and determined that the Offer is fair to the Shareholders (other than Offeror) and is in the best interests of Jite and the Shareholders (other than Offeror). Accordingly, the board has unanimously approved the Support Agreement and the recommendation that Shareholders (other than Offeror) accept the Offer.
Concurrently with the execution of the Support Agreement, the directors and officers of Jite entered into lock-up agreements with McVicar pursuant to which they have agreed to deposit all Jite shares (including shares issuable upon exercise of any options held) under the Offer. The locked up shareholders own, in the aggregate 122,290 Jite shares and 1,186,000 options, representing approximately 6.1% of the Jite Shares on a fully diluted basis.
The Offer will be made in the form of a take-over bid. The Support Agreement also contains customary non-solicitation covenants and Jite has reserved the right to respond to superior proposals if certain conditions are met, subject to McVicar's right to match any such superior proposal.
The Offer will be subject to customary conditions, including at least 90% of the outstanding shares of Jite on a fully diluted basis but excluding the Jite shares held by the Offeror, its associates and affiliates, having been validly deposited under the Offer and not withdrawn or, if such condition is waived by the Offeror, in its sole discretion, such number of shares of Jite having been tendered and not withdrawn which, together with shares of Jite owned by the Offeror, its associates and its affiliates, amounts to at least 66.7% of the outstanding shares of Jite on a fully-diluted basis.
The full and important details of the Offer will be included in the formal offer and takeover bid circular, which is expected to be mailed to shareholders in the next 10 days, together with a directors' circular which will set out the board of director's unanimous recommendations that shareholders accept the Offer. Once mailed, the take-over bid circular and the directors' circular will be available on SEDAR at www.sedar.com.
McVicar Industries Inc., headquartered in Toronto, Canada, is focused on investments and acquisitions of businesses in China. At present, McVicar has operations in both electronic components and specialty chemicals in four operations in China.
Jite designs and manufactures electronic and electrical connection devices for security, industrial control, automation, telecommunication, and power supply industries. JITE is head quartered in Toronto, Canada and carries out research and manufacturing operations in Shenzhen China at its ISO 9001 certified facility. For more information, visit JITE at www.jite.com.
This press release contains forward-looking statements which reflect the Corporation's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.