TORONTO, Aug. 14, 2019 /CNW/ - Cara Holdings Limited ("Cara Holdings") announces today that if the transactions described in the press release of Recipe Unlimited Corporation ("Recipe") released earlier today are completed, then Cara Holdings will dispose of multiple voting shares of Recipe ("Multiple Voting Shares"). If completed, the disposition of Multiple Voting Shares will take place by way of a private transaction (and not through the facilities of the Toronto Stock Exchange).
Earlier today, Recipe announced that its Board of Directors has authorized a substantial issuer bid (the "Offer") to purchase for cancellation a number of its subordinate voting shares ("Shares"). Upon expiry of the Offer, Recipe will determine the lowest purchase price (the "Purchase Price") (which will not be less than $24.50 per Share and not more than $27.00 per Share) that will allow it to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding $125 million. All Shares purchased by Recipe pursuant to the Offer (including Shares or Multiple Voting Shares tendered at prices below the Purchase Price) will be purchased at the same Purchase Price. Cara Holdings has advised Recipe that it intends to tender 375,000 of Multiple Voting Shares to the Offer (the "Cara Tender"). In addition, Fairfax Financial Holdings Limited, through its subsidiaries ("Fairfax") has agreed with Cara Holdings to participate in the Offer by tendering 1,550,000 Shares and, following completion of the Offer, purchase from Cara Holdings at the Purchase Price such number of Multiple Voting Shares equal to the number of Shares tendered by Fairfax and taken-up by Recipe in the Offer (the "Private Transaction"). Completion of Fairfax's acquisition of Multiple Voting Shares from Cara Holdings is conditional upon the completion of the Offer.
Assuming the completion of the Cara Tender, and assuming the completion of the Private Transaction involving 1,550,000 Multiple Voting Shares, Cara Holdings' ownership of Multiple Voting Shares will decrease from 42.1% to 36.5% (before giving effect to the cancellation of any Shares or Multiple Voting Shares pursuant to the Offer). The consideration to be paid for each Multiple Voting Share, if any, to be acquired in connection with the Offer and the Private Transaction will be the Purchase Price.
Cara Holdings is disposing of Multiple Voting Shares for investment purposes. Cara Holdings continually reviews its investment alternatives and may purchase or sell securities of Recipe from time to time in accordance with applicable laws. In the future, Cara Holdings may discuss with management and/or the board of directors of Recipe any of the transactions listed in clauses (a) to (k) of item 5 of Form F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues and it may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of Recipe, in such manner as it deems advisable to benefit from changes in market prices of Recipe securities, publicly disclosed changes in the operations of Recipe, its business strategy or prospects or from a material transaction of Recipe.
The address of Recipe's head office is 199 Four Valley Drive, Vaughan, Ontario L4K 0B8, Canada.
An early warning report will be filed by Cara Holdings in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Cara Holdings upon request from Sean Regan at 416-276-9027. The address of Cara Holdings is 2497 Marine Drive W West Vancouver, BC Canada, V7V 1L3.
SOURCE Cara Holdings Limited