TORONTO, Sept. 2 /CNW/ - Jaguar Financial Corporation ("Jaguar" or the
"Company") (TSX: JFC) today announced its offer (the "Offer") to acquire up to
31,620,495 of the issued common shares ("Shares") of Royal Laser Corp. ("Royal
Laser") at a cash price of $0.80 per share. On August 18, 2008, Jaguar
announced its intention to make the Offer.
The consideration offered under the Offer represents a premium of (i)
$0.13 or 19.4% to the closing price of the Shares on the TSX on August 18,
2008, the last trading day prior to the announcement of Jaguar's intention to
make the Offer, and (ii) $0.16 or 25.0% to the volume weighted average trading
price of the Royal Laser Shares for the 30 trading days immediately preceding
the date of announcement of Jaguar's intention to make the Offer.
The Offer documents will be filed with applicable securities regulatory
authorities and copies will be delivered to Royal Laser and mailed to
shareholders of Royal Laser on Wednesday September 3, 2008. Copies of the
Offer documents will also be available on SEDAR at www.sedar.com.
Jaguar owns 17,823,000 Shares representing approximately 18.02% of the
total issued Shares. The purchase price under the Offer is approximately
$25,296,396, assuming 31,620,495 Shares are tendered to and taken up by Jaguar
under the Offer.
The Offer is conditional on, among other things, the deposit of that
number of Royal Laser shares which, when taken together with the shares of
Royal Laser owned by Jaguar, constitutes at least 50% of the Royal Laser
Shares plus one Share. The purpose of the Offer is to acquire control of Royal
Laser. Other conditions to which the Offer is subject are set out in detail in
the Offer documents which also describe how Royal Laser shareholders can
accept the Offer.
If Jaguar acquires sufficient shares to elect a majority of the
directors, Jaguar intends to appoint several nominees of Jaguar to the Royal
Laser Board of Directors such that the Jaguar nominees would represent a
majority of the Board. The newly-constituted Board will examine alternatives
for maximizing shareholder value, including a possible business combination
with Added Capital Corp. ("Added"). The Offeror owns approximately 18.02% of
Royal Laser, and also owns approximately 22.6% of Added, parent company to
Lakeside Steel Corporation. The Offeror believes that significant
opportunities to increase shareholder value exist between Royal Laser and
Added, which include additional leverage in purchasing steel and additional
capacity throughput at Royal Laser's facilities. In addition, upon completion
of the Offer, the Offeror intends to take steps to cause Royal Laser to sell
the non-core businesses of Royal Laser, which consist of Royal Laser
Manufacturing, WAM Industries Ltd., Smokey Manufacturing Inc., Thunder Tool
and Manufacturing Ltd., and Envyrozone.
Vic Alboini, Chairman and Chief Executive Officer of Jaguar stated: "We
are pleased to make this offer to acquire control of Royal Laser. We believe
that the offer price of $0.80 per Share represents very good value for the
Royal Laser Shareholders."
For further information about the offer, Royal Laser shareholders can
contact Northern Securities Inc., the dealer manager for the Offer, at 416
644-8100 or toll free at 1-888-675-7602.
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 news release may contain
certain forward looking statements which involve known and unknown risks,
delays, and uncertainties not under Jaguar's control which may cause actual
results, performances or achievements of Jaguar to be materially different
from those implied by such forward looking statements.
This press release does not constitute an offer to purchase shares of
Royal Laser. Such an offer can only be made through an offer to purchase and
circular which will be filed with applicable securities regulatory authorities
tomorrow. Jaguar urges shareholders of Royal Laser to read the Offer documents
as they will contain important information.
For further information:
For further information: on this press release, please contact: Vic
Alboini, Chairman & Chief Executive Officer, (416) 644-8110 or Kyler Wells,
General Counsel & Corporate Secretary, (416) 644-8177