Key Transaction Highlights
- Sale of the Pulp and Paper Division for $65 million to the Verreault Family
- Resulting in a pure water treatment company
- Significantly strengthens balance sheet with low net debt
- Paves the way for accelerated organic and acquisition growth
- GLV Inc. to change its name to Ovivo Inc. following closing of the transaction
- Marc Barbeau to be appointed President and Chief Executive Officer
- GLV's Board of Directors recommending that disinterested shareholders vote in favour of transaction
(All amounts in Canadian dollars)
MONTRÉAL, Sept. 24, 2014 /CNW Telbec/ - GLV Inc. ("GLV" or the "Corporation") today announced that it has executed a definitive agreement for the sale of its Pulp & Paper Division (the "Division") for $65 million on a debt-free basis to a corporation owned by Richard Verreault, the President and Chief Executive Officer of GLV and Laurent Verreault, the Executive Chairman of the Board of GLV (the "Purchaser"). This transaction will allow GLV to become a pure provider of water treatment products and solutions in a rapidly growing industry with attractive long-term fundamentals. In addition, the transaction will significantly strengthen GLV's balance sheet and position it for accelerated organic and acquisition growth.
Upon closing, GLV will receive $60 million in cash, transfer a debt of $2 million to the Purchaser and receive a balance of sale of $3 million payable over the next 42 months. The transaction price will be subject to usual post-closing adjustments related to working capital. GLV expects limited tax leakage from the transaction. Transaction value represents approximately 6.1x the Division's last five year average EBITDA, adjusted for its share of head office expenses.
GLV's net debt following the transaction is expected to be approximately $10 million. The Corporation has received a commitment from National Bank of Canada with respect to a new revolving credit facility to be implemented upon closing of the transaction. A line of credit of $60 million will be available for general corporate purposes and $80 million will be available for letters of credit.
Upon closing of the transaction, Richard Verreault will step-down from his current roles of President and Chief Executive Officer and Director of GLV and Laurent Verreault will continue to act as Executive Chairman of the Board of Directors. The Verreaults will remain important shareholders of the Corporation exercising the same voting power. Marc Barbeau who currently acts as President of the Ovivo division and Executive Vice President of GLV will be appointed President and Chief Executive Officer. Following closing, GLV will change its name to Ovivo Inc. to reflect the Corporation's focus on water treatment products and solutions.
"The Board of Directors of GLV has been considering the sale of the Pulp & Paper Division for quite some time. Over the past years, GLV has solicited and received expressions of interest for the Pulp & Paper Division, none of which was superior to today's proposed transaction. The sale of this Division represents an opportunity for GLV to become a pure water treatment company and utilize the net proceeds to redeploy in Ovivo's higher growth opportunities", said Mr. Marc Courtois, Chair of GLV's Committee of Independent Directors (the "Independent Committee") which is overseeing the transaction. The Board of Directors believes this transaction is in the best interest of all our shareholders."
Mr. Marc Barbeau, President of Ovivo and Executive Vice President of GLV said: "There are several exciting growth opportunities available to Ovivo and our stronger financial position following this transaction will enable us to further expand our business. I am excited about my future role and look forward to continue to leverage the Ovivo platform to deliver value to our shareholders."
Mr. Laurent Verreault, Executive Chairman of the Board of GLV said: "Richard and I are pleased to have reached an agreement to acquire the Pulp & Paper Division. We believe that the sale of the Pulp & Paper Division is the right strategic decision for GLV to focus on its core water treatment business and strengthen its financial flexibility to capitalize on growth opportunities. We are optimistic about Ovivo's future and intend to remain an important shareholder of the Corporation. We are also pleased to acquire the Pulp & Paper Division, the founding activities of GLV and to ensure that its head office will remain in Quebec".
The transaction has been approved unanimously (Laurent and Richard Verreault withholding their votes) by the Board of Directors of GLV following the unanimous recommendation of the Independent Committee composed of Mr. Marc Courtois, Ms. Chantal Bélanger and Ms. Sylvie Lalande. The Board of Directors of GLV also unanimously (Laurent and Richard Verreault withholding their votes) recommends that shareholders (excluding Laurent and Richard Verreault) vote in favour of the transaction at the special meeting of shareholders to be called to approve the transaction.
Formal Valuation and Fairness Opinions
KPMG LLP ("KPMG") has provided the Independent Committee with a formal valuation pursuant to which, as at September 24, 2014 and subject to the assumptions, limitations and qualifications contained therein, the fair market value of the Pulp & Paper Division ranged from $63 million to $71 million. KPMG has also provided an opinion that as at September 24, 2014, subject to the assumptions, qualifications and limitations provided therein, the consideration to be received by GLV pursuant to the Share Purchase Agreement is fair, from a financial point of view, to shareholders (other than Laurent Verreault and Richard Verreault). National Bank Financial Inc., acting as financial advisor to the Corporation, has also provided an opinion that as at September 24, 2014, subject to the assumptions, qualifications and limitations provided therein, the consideration to be received by GLV pursuant to the Share Purchase Agreement is fair, from a financial point of view, to shareholders (other than Laurent Verreault and Richard Verreault). The formal valuation and the fairness opinions will be included in the management information circular to be mailed to shareholders in connection with the approval of the transaction.
Pursuant to the Share Purchase Agreement, GLV has a 45-day go-shop period that will extend from September 24, 2014 to November 7, 2014 (the "Go-Shop Period"), during which National Bank Financial Inc., as financial advisor to GLV, will solicit third-party interest in submitting a proposal for the Division which is superior to the proposal made by the Purchaser. The Purchaser will have a right to match any superior proposal. If GLV is successful in soliciting a superior proposal for the Division during the Go-Shop Period, and the Board changes its recommendation, there will be a break fee payable to the Purchaser of $1.0 million. In all other cases where a superior proposal is received and the Board changes its recommendation, the Purchaser will be entitled to a break fee of $2.0 million. Laurent and Richard Verreault have agreed to enter into a support and voting agreement agreeing to vote their shares in favour of an acquisition proposal for the Division that the Board determines to constitute a superior proposal prior to the shareholders' meeting, subject to the terms and conditions of the definitive agreement.
The completion of the transaction is subject to the approval of 66 2/3% of the votes cast by Class A subordinate voting and Class B multiple voting shareholders present in person or by proxy at the special meeting of shareholders of GLV voting as a class and by the majority of GLV's disinterested shareholders, being all shareholders excluding Laurent and Richard Verreault, in accordance with applicable rules governing related party transactions. The transaction is also subject to customary closing conditions and is expected to close in the third quarter of the current fiscal year.
The Company intends to mail a management information circular in the upcoming weeks to its shareholders for a meeting expected to be held in November 2014. Details of the transaction as well as the rationale for the Board of Directors' support of the transaction will be set out in the information circular.
Further details regarding the terms of the transaction are set out in the Share Purchase Agreement which is now available under the profile of GLV at www.sedar.com. The management information circular will also be available at www.sedar.com when mailed to the shareholders.
National Bank Financial Inc. acted as financial advisor to GLV and Gowling Lafleur Henderson LLP acted as legal counsel. Fasken Martineau DuMoulin LLP acted as legal advisor to the independent committee of the Board of Directors of GLV. Stikeman Elliott LLP acted as legal advisor to the Verreaults.
Annual General Meeting of Shareholders
GLV invites its shareholders, members of the financial community and the media to its Annual General Meeting of Shareholders.
Thursday, September 25, 2014 at 10:30 a.m. (Eastern Daylight Time)
J. Armand Bombardier Theatre
690 Sherbrooke Street West
During GLV's Annual General Meeting, the management will present an overview of the transaction. They will also discuss GLV's recent developments and business outlook.
About GLV Inc.
GLV is made up of international companies operating primarily in the water treatment (Ovivo) and pulp and paper (GL&V Pulp and Paper) industries that offer comprehensive technological solutions as well as services and equipment tailored to specific client needs. GLV Group's business units operate in more than 25 countries and have approximately 1,680 employees. GLV Inc. is a public company whose shares trade on the Toronto Stock Exchange under the ticker symbols GLV.A and GLV.B.
Notice regarding forward-looking statements
Certain statements in this press release and other public communications regarding management's objectives, projections, estimates, expectations or forecasts may constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are recognized by the use of terms such as "forecast," "project," "could," "plan," "aim," "estimate" and other similar terms, possibly used in the future or conditional, particularly with regard to certain assumptions. The management of GLV would like to point out that forward looking statements involve a number of uncertainties and known and unknown risks such that the actual and future results of GLV could differ considerably from those stated. There can be no assurance as to the materialization of the results, performance or achievements as expressed in or underlying the forward-looking statements. The forward-looking statements included in this press release were made as of the date hereof, and unless required to do so pursuant to applicable securities legislation, management of GLV assumes no obligation to update them.
Information about the risk factors to which GLV Inc. is exposed is provided under Section 11, "Risks and Uncertainties" in the management's discussion and analysis for the fiscal year ended March 31, 2014 available on SEDAR (www.sedar.com) and the Corporation's website (www.glv.com).
Date and time: Thursday, September 25, 2014 at 8:30 a.m. (EDT)
1-888-231-8191 (North America)
An audio webcast of the conference call will be streamed live on www.glv.com. An audio recording will be accessible on demand from 11:30 a.m. (EDT) on Thursday September 25th,2014, until midnight on Thursday October 2nd, 2014, by dialing 1-416-849-0833 or 1-855-859-2056 (toll free), access code: 9637573#.
SOURCE: GLV Inc.
For further information: Marc Barbeau, President Ovivo, Executive Vice President, GLV Inc., Tel.: 514 284-4238