Edgestone Capital Partners to acquire operating business of Custom Direct
TORONTO, April 30 /CNW/ - Custom Direct Income Fund (the Fund) (TSX:
CDI.UN), a leading U.S. direct marketer and cheque provider, and a fund
managed by EdgeStone Capital Partners (EdgeStone), one of Canada's leading
private equity firms, today announced that EdgeStone has entered into a
definitive agreement to acquire all of the assets of the Fund, consisting of
all of the outstanding shares of Custom Direct Canada Inc. and all of the
outstanding notes of Custom Direct ULC currently held by the Fund. Custom
Direct Canada Inc. and Custom Direct ULC own 100% of the common stock and 100%
of the preferred stock, respectively, of Custom Direct, Inc.
Under the agreement, EdgeStone will acquire the Custom Direct Canada
shares and Custom Direct ULC notes for CDN$199 million (US$178 million) in
cash. EdgeStone will also fund the repayment of approximately US$37.5 million
of Custom Direct debt upon the closing of the transaction. BNP PARIBAS
(Canada) has agreed to provide fully underwritten debt financing in connection
with this transaction. The proceeds of the sale equate to CDN$10.20 per unit
of the Fund, which are expected to be paid by the Fund to its unitholders by
way of redemption of the outstanding Fund units at a redemption amount of
CDN $10.20 per Fund unit. Subsequent to such redemption of the outstanding
Fund units, the Fund will be wound up. Custom Direct's management is expected
to continue managing the business following the consummation of the
The transaction, which is subject to approval by the Fund's unitholders
by two-thirds of the votes cast at a special meeting, regulatory approval and
other customary closing conditions, is expected to close near the end of the
second quarter of 2007. The Fund has set May 7, 2007 as the record date for a
special meeting of unitholders to approve the terms of the transaction and the
wind up of the Fund. The special meeting of unitholders is expected to be held
by the end of June. A termination fee of CDN$7.96 million is payable to
EdgeStone by the Fund under certain circumstances.
The Fund's financial advisor, Genuity Capital Markets, has provided an
opinion to the Board of Trustees of the Fund that the consideration payable
under the transaction is fair from a financial point of view to unitholders.
The Fund's Board of Trustees has unanimously determined that the Agreement and
the proposed transaction are fair to and in the best interests of the Fund's
unitholders. Accordingly, the Board has unanimously recommended that the
unitholders vote in favour of the special resolution to approve the proposed
sale and the winding-up of the Fund. The sale of the Fund's assets is the
outcome of a previously announced review by the Board of alternatives for
maximizing unitholder value, which included the undertaking of an active
The consideration being offered to unitholders in this transaction
represents a premium of 40% to the volume weighted average trading price for
the 20 days prior to the date of the announcement of Custom Direct's
examination of strategic alternatives.
"We believe this deal, combined with the distributions paid over the past
nearly four years has provided our unitholders with a great return on their
investment." said John C. Browning, President and Chief Executive Officer of
Custom Direct. "We are excited about partnering with EdgeStone to execute our
strategic plan and grow the Custom Direct business. EdgeStone's approach to
partnering with strong organizations provides a great opportunity for the
business and for our associates."
"EdgeStone is excited to be acquiring such a well-managed business as
Custom Direct." said Samuel L. Duboc, President and Managing Partner of
EdgeStone. "We look forward to working with management on the next stage of
the Company's development." Stephen O. Marshall, Partner of EdgeStone, added,
"We believe that the Company is well-positioned to capitalize on its future
Unitholders should consult their own investment dealer, stockbroker, bank
manager, accountant, lawyer or other professional advisor with respect to the
proposed transaction, details of which will be contained in the management
information circular. In particular, a unitholder that is not, and is not
deemed to be resident in Canada should consult its own tax advisors with
respect to the tax consequences of the redemption of Fund units under the
transaction. Such considerations should include the application of the
Canadian non-resident withholding tax at a rate of 25% (or a lower rate that
may be available under an applicable tax treaty) on a non-resident
unitholder's share of any income or capital gains realized by the Fund as a
result of the proposed transaction that is paid to the non-resident unitholder
in connection with the redemption of the Fund's units.
EdgeStone is one of Canada's leading private equity firms and has managed
in excess of CDN$2.3 billion of private capital on behalf of institutional and
high net worth clients. EdgeStone provides capital, strategic direction and
business and financial advice to help promising mid-market and early-stage
companies achieve their full potential. EdgeStone leverages the resources of
its broad business network and ensures an alignment of interests to achieve
superior returns for all stakeholders. EdgeStone is one of the principal
entities of the GMP Capital Trust group (TSX:GMP.UN).
About Custom Direct Income Fund
Custom Direct Income Fund indirectly holds 100% of the shares of common
stock of Custom Direct. Based in Maryland and Arkansas, Custom Direct has been
selling cheques, cheque-related accessories, and other products and services
directly to consumers across the United States since 1992, and offers the
industry's widest selection of cheque designs. Custom Direct is a direct
marketer and the second largest participant in the direct-to-consumer segment
of the U.S. cheque industry. The Fund acquired the Custom Direct business in
connection with the Fund's initial public offering in May 2003. For the year
ended December 31, 2006, Custom Direct had revenues of US$114.8 million.
Further information can be found in the disclosure documents filed by
Custom Direct Income Fund with available at www.sedar.com.
Genuity Capital Markets is acting as financial advisor to the Fund and
BMO Capital Markets is acting as financial advisor to EdgeStone. Torys LLP is
acting as legal counsel to the Fund and Osler, Hoskin & Harcourt LLP is acting
as legal counsel to EdgeStone.
We make statements in this release that are considered forward-looking
statements. Forward-looking information consists of disclosure regarding
possible events, conditions or results that is based on assumptions about
future economic conditions and courses of action. Forward-looking statements
are identified by the use of such words as "may," "could," "should," "would,"
"anticipates," "estimates," "expects," "intends," "plans," "predicts,"
"projects," "believes," "suspects," or words, phrases or expressions of
similar wording. These statements reflect management's current beliefs and are
based on information currently available to management, but indicate
management's expectations of future growth, results of operations, business
performance, and business prospects and opportunities. Any forward-looking
statements made are as of the date of this release, and the Fund assumes no
obligation to update or revise them to reflect new events or circumstances.
- involve significant risks and uncertainties,
- should not be read as guarantees of future performance or results,
- will not necessarily be accurate indications of whether or not the
times at or by which such performance or results will be achieved.
A number of factors could cause actual results to differ materially from
the results discussed in the forward-looking statements. Should one or more of
these uncertainties materialize or should the underlying assumptions prove
incorrect, actual results may vary from those expected. Given the
uncertainties surrounding forward-looking statements, you should not place
undue reliance on these statements.
For further information:
For further information: Brian D. Briggs, Senior Vice President -
Finance and Chief Financial Officer, email@example.com, (866)
712-7096, www.cdifund.com, TSX Symbol - CDI.UN