Kelso & Company Announces Expiry of Extension Offer, Take-Up Deposited Common Shares and Notice of Compulsory Acquisition of Remaining Common Shares
25 Jun, 2013, 20:27 ET
/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR DESTINATION IN THE UNITED STATES/
MONTRÉAL and VANCOUVER, June 25, 2013 /CNW Telbec/ - Reference is made to the offer dated April 5, 2013 (the "Offer") by ET Acquisition Corporation (the "Offeror"), a new corporation indirectly owned by funds managed by Kelso & Company ("Kelso"), as amended and supplemented by the notice of extension dated May 10, 2013 "), to purchase all of the issued and outstanding common shares ("Common Shares") in the capital of EACOM Timber Corporation ("EACOM") at a price of $0.38 per Common Share. The Offer was further extended on June 14, 2013 (the "Extension") to offer to purchase the Common Shares not deposited under the Offer as at June 14, 2013. As previously announced, the expiry time for the Offer was 12:01 a.m. (Toronto time) on June 25, 2013.
Kelso and EACOM are pleased to jointly announce that the Offeror will take up and accept for payment an additional 23,427,257 Common Shares validly deposited under the Extension, which together with the 643,482,709 Common Shares previously deposited under the Offer and taken up by the Offeror, represent approximately 98.24% of the issued and outstanding Common Shares.
Following the take-up and acceptance for payment of 23,427,257 Common Shares validly deposited under the Extension together with the 643,482,709 Common Shares previously deposited under the Offer and taken up by the Offeror, Kelso and its affiliates will now own and control 666,909,966 Common Shares or approximately 98.24% of the issued and outstanding Common Shares in the capital of EACOM.
The Offeror indicated under the support agreement with the Company dated March 22, 2013 (the "Support Agreement") relating to the Offer that if more than 90% of the Common Shares were taken up by the Offeror, it could elect to proceed to acquire the remainder of Common Shares not deposited under the Offer (the "Remaining Shares") under the compulsory acquisition procedure under the Business Corporations Act (British Columbia), (the "Act"), if available. Consequently, the Offeror announces that it will proceed with a compulsory acquisition procedure under the Act to acquire the Remaining Shares at a price of $0.38 per Common Share, being the same consideration as contained in the Offer.
The Offeror will send a notice of compulsory acquisition to EACOM shareholders that have not deposited their Common Shares under the Offer.
This news release contains summary information only about the Offer. Complete information about the Offer is contained in the Offer and the related take-over bid circular (and other documents related to the Offer, including the Notices of Extension), copies of which are available at www.sedar.com.
EACOM Timber Corporation is a TSX-V listed company. The business activities of EACOM consist of the manufacturing, marketing and distribution of lumber, wood chips and woodbased value-added products, and the management of forest resources. EACOM owns eight sawmills, all located in Eastern Canada, and related tenures. The mills are Timmins, Nairn Centre, Gogama, Elk Lake and Ear Falls in Ontario, and Val-d'Or, Ste-Marie and Matagami in Quebec. The mills in Ear Falls, Ontario and Ste-Marie, Quebec are currently idled. The mill in Timmins, which was seriously damaged by fire in January 2012, is under reconstruction. EACOM also owns a lumber remanufacturing facility in Val-d'Or, Quebec, and a 50% interest in an "I" joist plant in Sault Ste-Marie, Ontario.
Kelso & Company is one of the oldest and most established firms specializing in private equity. Since 1980, Kelso has invested in over 115 companies in a broad range of industry sectors with aggregate initial capitalization at closing of over $40 billion. The firm is currently investing its eighth investment partnership, Kelso Investment Associates VIII, L.P., with $5.1 billion of committed capital. For more information, please visit www.kelso.com.
The TSX Venture Exchange has neither approved nor disapproved the content of this press release. All director and officer appointments are subject to TSX Venture Exchange approval.
All statements in this news release that are not based on historical facts are "forward-looking statements". In this news release, such forward-looking statements include statements regarding the ability of Kelso to complete the take-over bid, the anticipated benefits of the take-over bid, the anticipated benefits to EACOM shareholders of the take-over bid, the timing of the take-over bid and the anticipated receipt of regulatory approvals for the take-over bid. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are beyond our control and could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not necessarily limited to, those set forth under "RISKS AND UNCERTAINTIES" in the EACOM's current MD&A, and under "RISK FACTORS" in EACOM's Filing Statement dated January 8, 2010.
Additional information relating to EACOM is available at www.eacom.ca and on SEDAR at www.sedar.com.
For further information:
Executive Vice-President and Chief Financial Officer
(514) 395-0375 ext. 259
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