All amounts in this press release are in Canadian dollars unless otherwise specified.
SAINT-GEORGES, QC, June 13, 2017 /CNW Telbec/ - Canam Group Inc. (TSX: CAM) ("Canam" or the "Corporation") announced today that its shareholders (the "Shareholders") have approved the resolution (the "Arrangement Resolution") authorizing the previously announced statutory arrangement under the Business Corporations Act (Québec) (the "Arrangement") pursuant to which Canaveral Acquisition Inc. (the "Purchaser"), a company to be held by members of the Dutil family (the "Family Group"), American Industrial Partners, Caisse de dépôt et placement du Québec ("Caisse") and Fonds de solidarité FTQ ("FSTQ" and, collectively with the Family Group and Caisse, the "Rollover Shareholders"), will acquire all of the issued and outstanding common shares of Canam (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 Arrangement Resolution was approved by (i) 99.88% of the votes cast by the Shareholders present in person or represented by proxy at the special meeting of Shareholders held earlier today (the "Meeting") and (ii) 99.81% of the votes cast by the Shareholders other than Rollover Shareholders present in person or represented by proxy at the Meeting. The Arrangement Resolution required the approval of at least (i) two-thirds of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, with each Shareholder being entitled to one vote per Share and (ii) a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting and entitled to vote other than the Rollover Shareholders as required by Regulation 61‑101 respecting Protection of Minority Security Holders in Special Transactions.
The Corporation is also pleased to announce that it has been notified on May 19, 2017 by the Premerger Notification Office of the U.S. Federal Trade Commission of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (United States) applicable to the Arrangement and that it has received a no-action letter from the Canadian Commissioner of Competition on June 2, 2017 which has the effect of terminating the waiting period under the Competition Act (Canada).
The implementation of the Arrangement remains subject to approval by the Québec Superior Court at a final hearing which is scheduled to be held on June 15, 2017 at the Courthouse located at 1 Notre-Dame Street East, Montreal, Québec, at 8:30 a.m. (Montreal Time). It is currently anticipated that the Arrangement will be completed near the end of June 2017, subject to, without limitation, approval by the Québec Superior Court as set forth above and the satisfaction or waiver of the other conditions precedent to the Arrangement. Until completion of the Arrangement, the Shares will continue to be listed for trading on the Toronto Stock Exchange. Further details regarding the Arrangement are set out in the management information circular dated May 11, 2017 which is available under the profile of Canam at www.sedar.com.
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 the anticipated timing of the completion of the proposed transaction.
In respect of the forward-looking statements and information concerning the anticipated 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 court approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the transaction. The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the court approvals and the necessity to extend the time limits for satisfying the other conditions to the completion of the proposed transaction. 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 court approvals or to otherwise satisfy the conditions to the completion of the transaction and the failure of the parties to obtain such approvals or satisfy such conditions in a timely manner. Failure to obtain the necessary 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: Information: François Bégin, Vice President, Communications, Canam Group Inc., 418-228-8031/ 418-225-1355 (mobile phone), [email protected]