All amounts in this press release are in Canadian dollars unless otherwise specified.
SAINT-GEORGES, QC, May 11, 2017 /CNW Telbec/ - Canam Group Inc. (TSX: CAM) ("Canam" or the "Corporation") today announced that Caisse de dépôt et placement du Québec ("Caisse") and Fonds de solidarité FTQ ("Fonds") will be participating as equity investors in the going-private transaction of the Corporation led by members of the Dutil family (collectively, the "Dutil Shareholders", and, together with Caisse and Fonds, the "Rollover Shareholders") and involving American Industrial Partners ("AIP"), which was announced on April 27, 2017.
Pursuant to the transaction to be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Québec) (the "Arrangement"), Canaveral Acquisition Inc. (the "Purchaser"), a company to be held by AIP and the Rollover Shareholders, will acquire all of the outstanding common shares of the Corporation (the "Shares"), except for the Shares to be contributed directly or indirectly by the Rollover Shareholders to the Purchaser (the "Rollover Shares") in exchange for shares of the Purchaser, for a cash consideration of $12.30 per Share.
The price of $12.30 per Share represents a premium of 98.4% to the closing price of the Shares on the Toronto Stock Exchange on April 26, 2017 and a premium of 91.0% over the 20-day volume weighted average price of the Shares up to and including April 26, 2017, being the last trading day prior to the date on which the Arrangement was announced.
In connection with the Arrangement, the Dutil Shareholders, Caisse and Fonds have entered into agreements with the Purchaser pursuant to which they have agreed to contribute cash and equity to the Purchaser. It is expected that the Dutil Shareholders, Caisse and Fonds would own as much as 40% of equity in the Purchaser upon closing of the Arrangement, with AIP owning a majority of the equity in the Purchaser and controlling its board of directors.
The Dutil Shareholders, Caisse, Fonds and the directors and executive officers of the Corporation have entered into support and voting agreements pursuant to which they have agreed to support the Arrangement and vote or cause to be voted all of the Shares beneficially owned by them in favour of the Arrangement Resolution and against any resolution that is inconsistent therewith. The support and voting agreements of the Dutil Shareholders are irrevocable for a period of 180 days following April 27, 2017. Consequently, Shareholders beneficially holding approximately 29.32% of the outstanding Shares have agreed to vote or cause to be voted all of their Shares in favour of the Arrangement Resolution.
Interim Order and Special Meeting
The Corporation also announced that the Québec Superior Court has issued an interim order authorizing, among other things, the holding of a special meeting (the "Special Meeting") of the holders of Shares. At the Special Meeting, the holders of Shares (collectively, the "Shareholders") will be asked to pass a special resolution approving the Arrangement (the "Arrangement Resolution").
Pursuant to the interim order, the Special Meeting will be held on June 13, 2017 at 11:00 a.m. (Eastern Daylight Time) at the Georgesville Convention Center, located at 300, 118e Rue, Saint-Georges, Québec G5Y 3E3, and Shareholders of record as of the close of business on May 4, 2017 will be entitled to receive notice of, to attend, and to vote at the Special Meeting or any adjournments or postponements thereof. Canam expects to begin the mailing of its management information circular on or about May 17, 2017, at which time it will also be available under the profile of Canam at www.sedar.com.
The Arrangement is subject to court approval and the approval of at least (i) two-thirds of the votes cast by the Shareholders present in person or represented by proxy at the Special Meeting and entitled to vote and (ii) the approval of a simple majority of the votes cast by the Shareholders present in person or represented by proxy at the Special Meeting and entitled to vote other than the Dutil Shareholders, Caisse and Fonds.
The Board of Directors of Canam (the "Board of Directors"), after receiving the fairness opinions of BMO Capital Markets and Deloitte LLP, the formal valuation of Deloitte LLP, legal and financial advice and the recommendation of the special committee of the Board of Directors comprised solely of independent directors, has unanimously (with Marcel Dutil, Marc Dutil and Anne-Marie Dutil Blatchford abstaining from voting) determined that the Arrangement Resolution is in the best interests of the Corporation and unanimously (with Marcel Dutil, Marc Dutil and Anne-Marie Dutil Blatchford abstaining from voting) recommends that the Shareholders (other than the Dutil Shareholders, and Caisse and Fonds) vote in favour of the Arrangement Resolution.
About Canam Group Inc.
Canam specializes in designing integrated solutions and fabricating customized products for the North American construction industry. Each year, Canam takes part in an average of 10,000 building, structural steel and bridge projects, which can also include the supply of preconstruction, project management and erection services. The Corporation operates 23 plants across North America and employs over 4,650 people in Canada, the United States, Romania and India.
About American Industrial Partners
American Industrial Partners is an operationally oriented middle-market private equity firm that makes control investments in North American-based industrial businesses serving domestic and global markets. The firm has deep roots in the industrial economy and has been active in private equity investing since 1989. To date, American Industrial Partners has completed over 70 platform and add-on transactions and currently has US$4.1 billion of assets under management on behalf of leading pension, endowment and financial institutions. American Industrial Partners invests in all forms of corporate divestitures, management buyouts, recapitalizations, and going-private transactions of established businesses with leading market shares with revenues of between US$200 million to US$2 billion.
About Caisse de dépôt et placement du Québec
Caisse is a long-term institutional investor that manages funds primarily for public and parapublic pension and insurance plans. As at December 31, 2016, Caisse held $270.7 billion in net assets. As one of North America's leading institutional fund managers, Caisse invests globally in major financial markets, private equity, infrastructure and real estate.
About Fonds de solidarité FTQ
The Fonds de solidarité FTQ is a development capital fund that channels the savings of Quebecers into investments. As at November 30, 2016, the organization had $12.2 billion in net assets, and through its current portfolio of investments has helped create and protect over 187,000 jobs. The Fonds is a partner in more than 2,600 companies and has nearly 618,000 shareholder-savers. For more information, visit fondsftq.com.
Caution Regarding Forward-looking Statements
This press release may contain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including statements regarding the prospects of the industry and prospects, plans, financial position and business strategy of Canam, may constitute forward-looking statements within the meaning of Canadian securities legislation and regulations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe" or "continue", the negatives of these terms, variations of them and similar expressions. More particularly and without restriction, this press release contains forward-looking statements and information regarding: statements and implications about the anticipated benefits of the proposed transaction for the Canam, its employees, business partners, shareholders and other stakeholders, including future financial and operating results, plans, objectives, expectations and intentions Canam; the equity ownerships of AIP, the Dutil Shareholders, Caisse and Fonds in the Purchaser; and the anticipated timing of the mailing of the management information circular, the special meeting of shareholders of Canam and of the completion of the proposed transaction.
In respect of the forward-looking statements and information concerning the anticipated benefits and timing of the completion of the proposed transaction, Canam has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the transaction; and other expectations and assumptions concerning the proposed transaction, including the final equity ownerships of AIP, the Dutil Shareholders, Caisse and Fonds in the Purchaser. The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the necessary regulatory, court and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions to the completion of the proposed transaction or the ability of the Board of Directors to consider and approve, subject to compliance by the Corporation of its obligations in this respect under the arrangement agreement, a superior proposal for the Corporation. Although Canam believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the proposed transaction include, without limitation, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions to the completion of the transaction; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board of Directors to consider and approve, subject to compliance by the Corporation of its obligations in this respect under the arrangement agreement, a superior proposal for the Corporation; the failure to realize the expected benefits of the transaction; and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. In addition, if the transaction is not completed, and Canam continues as an independent entity, there are risks that the announcement of the proposed transaction and the dedication of substantial resources of the Corporation to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure of Canam to comply with the terms of the arrangement agreement may, in certain circumstances, result in it being required to pay a fee to the Purchaser, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Consequently, the reader is cautioned not to place undue reliance on the forward-looking statements and information contained in this press release.
The forward-looking statements in this document reflect the Corporation's expectations on the date hereof and are subject to change after that date. The Corporation expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.
No Offer or Solicitation
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Canam Shares.
SOURCE Canam Group Inc.
For further information: François Bégin, Vice President, Communications, Canam Group Inc., 418-228-8031/ 418-225-1355 (mobile phone), [email protected]