QUÉBEC CITY, Feb. 14, 2014 /CNW Telbec/ - Novik Inc. ("Novik") (TSXV: NVK) annouces today the completion of the previously announced acquisition of Novik by Clearview Capital Fund III, LP ("Clearview") by way of a plan of arrangement pursuant to the Business Corporations Act (Québec) (the "Transaction").
On February 12, 2014 the Superior Court of Québec granted its final order approving the Transaction and on February 14, 2014, 9293-3985 Québec Inc. (the "Purchaser"), a company indirectly controlled by Clearview, acquired all of the issued and outstanding common shares of Novik (the "Shares"), pursuant to the terms of an arrangement agreement entered into between Novik, Clearview and the Purchaser on December 20, 2013 (the "Arrangement Agrement"). Holders of Shares (the "Shareholders"), as of the effective date of the Transaction, will be entitled to receive $0.85 per Share in cash (the "Consideration"), and holders of options to purchase common shares of Novik (the "Optionholders") will be entitled to receive a cash payment equal to the difference between $0.85 and the exercise price of any option they hold.
The trading of the Shares on the TSX Venture Exchange (the "TSXV") has been halted by Industry Regulatory Organization of Canada (IIROC) before the opening of the markets on February 14, 2014 and the Shares shall be de-listed pursuant to the rules of the TSXV.
The Transaction will be entirely satisfied with cash and sufficient funds have been deposited with CST Trust Company, the depositary agent under the Transaction, to enable it to make payments to Shareholders and Optionholders pursuant to the terms of the Arrangement Agreement. Letters of Transmittal have been mailed to registered Shareholders and are also available on SEDAR at www.sedar.com. The Letters of Transmittal explain how registered Shareholders can deposit and obtain payment for their Shares. Registered Shareholders must return duly completed Letters of Transmittal to CST Trust Company in order to receive the Consideration. Non-registered Shareholders should carefully follow the instructions from the broker or other financial intermediary that holds Shares on their behalf in order to receive the Consideration.
Novik (NVK) is a leader in the design, manufacture and distribution of innovative polymer exterior siding, roofing coverings and accessories that replace traditional materials such as stone, brick or wood shingles. These products target the world-wide residential and commercial construction industry.
Clearview Capital, LLC is a private investment firm based in Old Greenwich, CT that invests in and develops mid-sized, North American companies in partnership with management. The firm has a long history of assisting strong management teams in the execution of their growth strategies. Clearview Capital LLC has formed Clearview, an institutionally‐backed private equity fund focused primarily on the acquisition and development of high-potential manufacturing and service businesses located in the United States and Canada.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking information, as such term is defined in applicable securities laws. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate and similar expressions, or are those which, by their nature, refer to future events. Forward-looking information includes, without limitation, the outcome of the proposed Transaction and other similar information concerning anticipated future events, conditions or results that are not historical facts. Readers are cautioned that the foregoing list of factors is not exhaustive. Novik cautions readers that all forward-looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Novik's control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news release and Novik assumes no obligation to update or alter any forward-looking information unless required by applicable laws.
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.
SOURCE: Novik Inc.
For further information:
Chairman of the Board and President and Chief Executive Officer
Tel. : (418) 878-6161
E-mail : [email protected]
EVP & General Manager and Interim Chief Financial Officer
Tel. : (418) 878-6161
E-mail : [email protected]
Clearview Capital LLC
James G. Andersen
Co-Founder & Co-Managing Partner
1445 East Putnam Ave. Old Greenwich, Connecticut 06870
Tel.: (203) 698-2777
E-mail: [email protected]