TORONTO, Sept. 15 /CNW/ - Jaguar Financial Corporation ("Jaguar" or the
"Company") (TSX: JFC) today announced its intention to make an all cash offer
(the "Offer") to acquire all of the issued common shares ("Shares") of Virtek
Vision International Inc. ("Virtek") at a cash price of $1.12 per Share. The
Shares trade on the Toronto Stock Exchange under the symbol "VRK". Jaguar owns
6,681,200 Shares representing approximately 19.9% of the total issued Shares.
On September 5, 2008, Virtek disclosed that it had entered into a
definitive support agreement with Gerber Scientific, Inc. and Gerber
Scientific Canada Inc. (collectively, "Gerber") for the acquisition by Gerber
of all of the Shares at a price of $1.05 per Share (the "Gerber Offer").
Jaguar believes the Gerber Offer does not provide adequate value to Virtek's
The Offer will represent a premium of approximately 14% to the volume
weighted average trading price of the Shares on the TSX for the twenty day
period ended September 15, 2008, which was approximately $0.98. Further, the
Offer represents a 26% premium over the $0.89 closing price of the Shares on
the TSX on August 29, 2008, the last full trading day prior to the
announcement of the Gerber Offer, and a 31% premium over the volume weighted
average price of the Shares during the 20-day trading period ended August 29,
2008. As disclosed by Virtek, the Gerber Offer represents an 18% and 24.5%
premium, respectively, for the same periods.
The Offer will be conditional on, among other things, the deposit of that
number of Shares which, when taken together with the Shares already owned by
Jaguar, constitutes at least 66 2/3% of the Shares. Jaguar has arranged two
credit facilities in the total amount of $30 million that will be relied upon
to take up and pay for Shares deposited and not withdrawn under the Offer.
The purpose of the Offer is to acquire all of the common shares of Virtek
not already owned by Jaguar. If the Offer is completed, including if
necessary, the completion of any compulsory acquisition transaction, Jaguar
will take steps to cause Virtek to cease to be a reporting issuer.
Jaguar intends to request a shareholders list from Virtek and, when
received, Jaguar will send the Offer documents to Virtek's shareholders.
Jaguar intends to commence the Offer on or about September 30, 2008, at which
time the Offer documents will be filed with applicable securities regulatory
authorities and copies will be delivered to Virtek. Copies of the Offer
documents will also be available on SEDAR at www.sedar.com.
Jaguar also owns approximately 18.02% of the common shares of Royal Laser
Corp. (TSX: RLC) ("Royal Laser"). Royal Laser, through its wholly-owned
operating subsidiaries, services steel and manufactures custom wood and metal
products targeted at the multi-billion dollar automotive, high-end retail
in-store development, the OEM industrial products and construction industries,
in Canada, the United States and overseas. Royal Laser Corp. employs state of
the art industrial technology to process steel, fabricate custom and
standardized wood and metal products, including robotic wood finishing lines,
advanced laser-based computer-integrated manufacturing systems and advanced
stamping presses. In addition to contract manufacturing services, Royal Laser
provides value-added engineering and design services.
Jaguar believes there may be strategic opportunities between Royal Laser
Jaguar may, depending on market and other conditions, acquire additional
Shares, through market transactions, private agreement or otherwise, subject
to applicable securities laws. Jaguar may, depending on market or other
conditions, sell any or all of its Shares.
Jaguar is a Canadian merchant bank that invests in undervalued small
capitalization companies in a variety of industry sectors.
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this news release. This press release may contain
forward-looking statements with respect to the Company, its operations,
strategy, financial performance and condition. These statements generally can
be identified by use of forward looking words such as "may", "will", "expect",
"estimate", "anticipate", intends", "believe" or "continue" or the negative
thereof or similar variations. The actual results and performance of the
Company discussed herein could differ materially from those expressed or
implied by such statements. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations.
Important factors that could cause actual results to differ materially from
expectations include, among other things, general economic and market factors,
and competition. The cautionary statements qualify all forward-looking
statements attributable to the Company and persons acting on their behalf.
Unless otherwise stated, all forward-looking statements speak only as of the
date of this press release and the Company has no obligation to update such
For further information:
For further information: Vic Alboini, Chairman & Chief Executive
Officer, (416) 644-8110; or Kyler Wells, General Counsel & Corporate
Secretary, (416) 644-8177