EDMONTON, Aug. 14 /CNW/ - Insta-Rent Inc. (TSX-V:IRR) ("Insta-Rent" or
the "Company") announced today that it has entered into a definitive agreement
(the "Support Agreement") pursuant to which easyhome Ltd. ("easyhome") has
agreed, subject to the terms of the Support Agreement, to make an offer to
acquire all the outstanding Insta-Rent shares by way of a take-over bid (the
"Offer") for $0.50 per share in cash, valuing the Company at approximately
The Support Agreement provides for, among other things, customary board
support and non-solicitation covenants (subject to customary "fiduciary out"
provisions that entitle Insta-Rent to consider and accept a superior
proposal). In the event a transaction is not completed, Insta-Rent has agreed
to pay easyhome a termination fee of $365,000 in certain circumstances.
In connection with the Offer, all of the directors and certain other
shareholders representing approximately 60% of the outstanding Insta-Rent
shares (calculated on a fully-diluted basis) have entered into lock-up
agreements with easyhome pursuant to which they have agreed to, among other
things, tender all their Insta-Rent shares to the Offer.
The Insta-Rent Board of Directors, after receiving the recommendation of
its special committee and legal advisors, has unanimously determined that the
Offer is fair and in the best interest of the Insta-Rent shareholders and to
recommend acceptance of the Offer. The Insta-Rent Board of Directors, has
received an opinion from Paradigm Capital Inc. that the Offer is fair, from a
financial point of view, to the shareholders of Insta-Rent.
Formal documentation relating to the take-over bid is expected to be
mailed by easyhome on or about August 20, 2008. The Offer will be open for
acceptance for a period of not less than 35 days and will be conditional upon,
among other things, valid acceptances of the Offer by Insta-Rent shareholders
owning not less than 66 2/3% of the outstanding Insta-Rent shares (calculated
on a fully-diluted basis).
Cassels, Brock & Blackwell LLP is acting as legal counsel to Insta-Rent.
About Insta-Rent Inc.
Insta-Rent operates 50 stores across Canada under the Insta-Rent banner.
Insta-Rent rents brand-name furniture, appliances, electronics and computers,
with or without an option to purchase. Insta-rent operates primarily in The
Brick and United Furniture Warehouse locations, which are part of The Brick
Group, one of Canada's largest volume retailers of household furniture,
mattresses, appliances and home electronics.
Insta-Rent employs more than 200 associates and is headquartered in
About easyhome Ltd.
easyhome, with a total of 221 stores of which 208 are Canadian corporate
stores, 8 are U.S. stores, 4 are franchised stores, and 1 is a licensed store
as at June 30, 2008, is Canada's largest merchandise leasing company and the
third largest in North America, offering top quality, brand-name household
furnishings, appliances and home electronic products to consumers under weekly
or monthly leasing agreements. easyhome is listed on the Toronto Stock
Exchange under the symbol 'EH'.
INSTA-RENT SHAREHOLDERS ARE ADVISED TO READ INSTA-RENT'S DIRECTORS'
CIRCULAR WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS:
This press release contains "forward-looking statements" within the
meaning of applicable Canadian securities legislation, including but not
limited to, statements about the Company's objectives and strategies,
financial result expectations and outlook, whether for the Company's
businesses or the Canadian economy. Generally, forward-looking statements can
be identified by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget", "scheduled",
"planned", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", 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". Forward-looking statements are
subject to known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, closing of transactions,
performance or achievements of the Company to be materially different from
those expressed or implied by such forward-looking statements, including but
not limited to risks related to capital markets and additional funding
requirements, fluctuating interest rates and general economic conditions,
legislative and regulatory developments, the nature of our customers and rates
of default, competition, loss of a material relationship, as well as those
factors discussed in the Company's documents filed on SEDAR (www.sedar.com).
All material assumptions used in making forward-looking statements are
based on management's knowledge of current business conditions and
expectations of future business conditions and trends, including their
knowledge of the current market within with they operate and other factors
affecting the Company's products and the Canadian economy. Although the
Company believes the assumptions used to make such statements are reasonable
at this time and has attempted to identify in its continuous disclosure
documents important factors that could cause actual results to differ
materially from those contained in forward-looking statements, there may be
other factors that cause results not to be as anticipated, estimated or
intended. Certain material factors or assumptions are applied by the Company
in making forward-looking statements, including without limitation, factors
and assumptions regarding acceptance of its products in the marketplace,
consumer purchasing trends, existing relationships as well as its operating
cost structure and current legislation. There can be no assurance that such
statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements. The Company does not undertake to update any forward-looking
statements that are contained herein, except in accordance with applicable
securities laws. Further information on the Company is available at
This press release and the information contained herein does not
constitute an offer of securities for sale in the United States.
The TSX Venture Exchange Inc. has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Bill Johnson, President and Chief Executive
Officer, Insta-Rent Inc., (780) 732-5695; or Gordon J. Reykal, Chairman,
Insta-Rent Inc., (780) 408-5118