VANCOUVER, March 4, 2014 /CNW/ - CWAL Investments Ltd. ("CWAL"), a private company owned by Harlow Burrows, Gordon Christoff and Randy Ryzak, announced today that it will offer to purchase all of the issued and outstanding common shares ("Common Shares") of Coast Wholesale Appliances Inc. ("Coast") (TSX: CWA) that are not already owned by CWAL and its joint actors, for consideration of $4.55 in cash per Common Share (the "Offer"). The Offer price represents a 20% premium to the closing price of the Common Shares on March 3, 2014, and a 24% premium to the volume-weighted average trading price of the Common Shares over the 90 trading days ended March 3, 2014.
The terms and conditions of the Offer will be set out in a take-over bid circular that is expected to be mailed to Coast's shareholders and filed with securities regulatory authorities within the next ten days. CWAL, who together with its joint actors owns or has control and direction over approximately 39.6% of the outstanding Common Shares, is relying on an exemption from the requirement to prepare a formal valuation of the Common Shares on the basis that CWAL and its joint actors have no material information regarding Coast or the Common Shares that has not been publicly disclosed, and have not had representation on Coast's management or board of directors since September 2012.
The Offer is fully financed and is not conditional upon due diligence or upon the support of Coast's board of directors. The Offer is subject to customary conditions for transactions of this nature, which may be waived in CWAL's sole discretion, including a minimum tender condition of 66.67% of the total number of Common Shares outstanding and a majority of the Common Shares not beneficially owned by CWAL and its joint actors (in each case calculated on a fully diluted basis). If the conditions of the Offer are satisfied or waived, CWAL intends, but will not be obligated, to acquire the remaining outstanding Common Shares pursuant to one or more subsequent acquisition transaction(s).
Harlow Burrows, the President of CWAL, stated "Coast represents a long-term investment for CWAL, whose principals founded Coast in 1978. We believe that our premium, all cash Offer for 100% of the Common Shares represents an attractive opportunity for Coast shareholders to realize full value for their Common Shares, with certainty, and to obtain immediate liquidity, without transaction costs, for an investment that trades in very limited volumes in the public market".
SOURCE: CWAL Investments Ltd.