MONTREAL, Nov. 17 /CNW Telbec/ - Cosmos Capital Inc. ("Cosmos") announced today that it has amended its all-cash take-over bid (as amended, the "Offer") for all the issued and outstanding subordinate voting shares of Cossette, Inc. ("Cossette" or the "Company"), to increase the offer price to CDN $7.87 per share. Cosmos' increased price matches that set out in the proposed transaction involving Cossette and its shares announced by the Company on November 10, 2009. Cosmos' Offer is scheduled to expire at 5:00 p.m., Montreal time, on December 7, 2009, unless the Offer is extended or withdrawn by Cosmos. The revised Offer by Cosmos remains fully financed and is subject to a due diligence condition, in addition to the conditions of the original offer.
Cosmos has requested that the Board of Directors of Cossette provide Cosmos with access to all nonpublic information, which Cossette has made available to other interested bidders. This information would include access to Cossette's virtual data room for a limited period of time. Cosmos has indicated to Cossette's Board that Cosmos may increase its bid price above CDN $7.87 upon satisfactory review of such information.
Cosmos' amendment means that two of Cossette's largest institutional shareholders who together hold or exercise control over 3,113,791 subordinate voting shares or approximately 18.6% of Cossette's outstanding shares on a fully diluted basis, remain subject to lock-ups in favour of Cosmos' Offer. Cosmos, its affiliates, associates and joint actors, own or control, as of the date hereof, 3,120,313 shares representing approximately 18.7% of Cossette's outstanding shares, which when taken together with the shares subject to the lock-up agreements, represent 37.3% of all issued and outstanding subordinate voting shares of Cossette.
François Duffar, Chairman and Chief Executive Officer of Cosmos, explained that: "Our decision to match the other proposal demonstrates Cosmos' commitment to pursue the acquisition of Cossette and our strong belief in the future of the Company."
Further details about the amended Cosmos Offer will be provided in the Notice of Variation, which will be publicly filed with Canadian regulatory authorities and mailed to Cossette shareholders shortly.
Genuity Capital Markets is acting as the exclusive financial advisor to Cosmos Capital. Torys LLP and McCarthy Tétrault S.E.N.C.R.L., s.r.l. are acting as legal advisors to Cosmos.
About Cosmos Capital Inc.
Cosmos Capital is a company incorporated in Québec. Its investors include two of Cossette's founding partners - François Duffar, former Vice-Chair and President of Cossette and Georges Morin, former Senior Vice President of Cossette - Jean Monty, President of Libermont Inc., Daniel Bernard, President of Provestis and Chairman of Kingfisher plc and H.I.G. Capital, LLC, a leading global private equity investment firm. Information about Cosmos is available at www.cosmoscapital.ca.
The offer is being made for the securities of a Canadian issuer. The offer is subject to disclosure requirements of Canada. Shareholders should be aware that these requirements are different from those of the United States. Financial information included herein, if any, has been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial information reported by United States companies.
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Subordinate Voting Shares of Cossette. The amended offer is being made pursuant to an Offer to Purchase and Circular and other related offer materials filed by Cosmos with the Canadian Securities Administrators on October 30th 2009. These materials, as they may be amended from time to time, contain important information, including the terms and conditions of the offer, that should be read carefully before any decision is made with respect to the offer. Investors and holders of Subordinate Voting Shares will be able to obtain a free copy of these materials and other documents filed by Cosmos with the Canadian Securities Administrators at www.sedar.com.
The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Cosmos is incorporated under the laws of the Province of Quebec and that some or all of their officers and directors are residents of Canada and that all or a substantial portion of the assets of Cossette and of the above-mentioned persons may be located outside the United States.
No assurance can be given that the proposed transaction described herein will be consummated by Cosmos or that it will be completed on the terms proposed or within any particular schedule. Any information regarding Cossette contained herein has been taken from, or is based upon, publicly available information. Although Cosmos does not have any information that would indicate that any information contained herein is inaccurate or incomplete, Cosmos does not undertake any responsibility for the accuracy or completeness of such information. Cosmos does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.
Certain statements made in this press release are forward-looking statements that involve risks and uncertainties. Often, but not always, forward-looking statements can be identified by the use of words such as "plans," "expects," "expected," "scheduled," "estimates," "intends," "anticipates," or "believes," or variations of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. These forward-looking statements reflect Cosmos' best judgment based on current information, factors and assumptions, and although it bases these statements on circumstances that it believes to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance or actions, and actual performance and actions may vary materially from the actions and expectations discussed in this documentation. Cosmos disclaims any intention or obligation to update or revise any forward looking information whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE COSMOS CAPITAL INC.
For further information: For further information: Shareholders and Investors: Jean François Desjardins, Genuity Capital Markets, (514) 281-3245, email@example.com; Media: Sylvia Morin, Cosmos Group, (514) 240-3841, Sylvia_morin@yahoo.ca