- ISS and Glass Lewis recommends that shareholders vote FOR the Arrangement Agreement between ZCL Composites and Shawcor Ltd.
- ZCL Board of Directors recommends shareholders vote "FOR" the Transaction at the special meeting on March 26, 2019
- Securityholders are reminded to vote ahead of the deadline on March 22, 2019 at 2:00 p.m. (Edmonton time)
- For assistance with voting contact Kingsdale Advisors at 1-866-228-8614 or [email protected]
EDMONTON, March 14, 2019 /CNW/ - ZCL Composites Inc. ("ZCL" or the "Company") (TSX: ZCL) today announced that leading independent proxy advisors Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), have both recommended that ZCL shareholders vote "FOR" the Arrangement Agreement with Shawcor Ltd. ("Shawcor") (TSX: SCL) in connection with the Company's special meeting of securityholders to be held on March 26, 2019.
In reaching its recommendation that ZCL shareholders vote "FOR" the Arrangement Agreement, ISS stated:
"The proposed transaction makes sense as current ZCL shareholders get to exit their investment at a significant premium and implied multiple. Furthermore, the cash consideration provides certainty of value. Given that the company went through a prolonged and extensive strategic review and sales process, it appears that the sale of the company may represent the best alternative for the company's current shareholders. In light of the above and absence of significant governance concerns, shareholder approval of this resolution is warranted."
In addition, Glass Lewis also agreed with ISS recommending that shareholders vote in favour of the proposed transaction as it stated:
Glass Lewis Commented:
"Nevertheless, we emphasize that Shawcor's offer is comprised entirely of cash, providing ZCL shareholders with certainty of value, full liquidity and cash at a substantial premium to ZCL's unaffected trading price. Based on these factors, along with the majority support of the board, we believe the proposed acquisition is in the best interests of shareholders."
ZCL Chairman Anthony (Tony) P. Franceschini commented:
Welcoming ISS and Glass Lewis favourable recommendations, ZCL Chairman, Anthony (Tony) P. Franceschini, stated: "We are pleased that ISS and Glass Lewis have recommended in favour of the transaction and believe Shawcor will be excellent stewards of the ZCL business moving forward. We believe the transaction represents compelling value for ZCL shareholders and we are excited for the next stage of growth for our employees and other stakeholders."
Shareholders are reminded every vote counts regardless of how many shares they own and to vote their proxies by 2:00 p.m. (Edmonton Time) on March 22, 2019.
If you need assistance in voting your shares or have questions regarding the special meeting of securityholders, please contact ZCL's proxy solicitors, Kingsdale Advisors at 1-866-228-8614 (toll-free within North America) or 1-416-867-2272 (call collect outside of North America), or email at [email protected].
About ZCL Composites
ZCL is North America's largest manufacturer of environmentally friendly fiberglass reinforced plastic ("FRP") underground storage tanks for the fuel, water and wastewater and oil & gas markets. ZCL is an innovator in composite tank engineering, with nearly 40 years of direct industry experience. When ZCL acquired Xerxes Corporation in 2007, it brought together North America's two leading fiberglass tank brands: ZCL (founded in 1987) and Xerxes (founded in 1979). ZCL's product offering includes underground composite tanks and a full complement of accessories. ZCL's six UL-listed or ULC-listed manufacturing facilities across North America ensure that it is able to supply its tanks throughout North America in a timely manner. ZCL's tanks are made of 100% premium resin and glass (no fillers), making them corrosion-resistant, both inside and out. To date, ZCL's has installed approximately a quarter of a million composite tanks.
About Institutional Shareholder Services Inc. (ISS)
Institutional Shareholder Services Inc. (ISS) is the world's leading provider of corporate governance and responsible investment (RI) solutions for asset owners, asset managers, hedge funds, and asset service providers. ISS' solutions include: objective governance research and recommendations; RI data, analytics, and research; end-to-end proxy voting and distribution solutions; turnkey securities class-action claims management; and reliable global governance data and modeling tools. Institutional clients turn to ISS to apply their corporate governance views, identify environmental, social and governance risk, and manage their complete proxy voting needs on a global basis. ISS analysts have unique expertise and insight on the governance and RI landscape, local market voting practices and regulatory requirements, along with expertise in varied fields such as law, M&A, compensation, and analytics.
About Glass, Lewis & Co.
Glass Lewis is the leading independent provider of global governance services, helping institutional investors understand and connect with the companies they invest in. Glass Lewis empowers more than 1,300 institutional investors to make sound voting decisions at more than 20,000 meetings a year by uncovering and assessing governance, business, legal, political and accounting risks at issuers domiciled in 100 countries.
Disclaimers and Caution Regarding Forward Looking Information
Certain statements contained in this press release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward looking statements are often identified by words such as "may", "will", "should", "could", "anticipate", "believe", "expect", "intend", "plan", "potential", "continue" and similar expressions. Forward-looking statements contained or referred to in this press release include, but may not be limited to, statements relating to the proposed acquisition by Shawcor of ZCL's common shares; certain strategic, operational and financial benefits expected to result from the proposed Transaction; the plans and strategic priorities of the combined company; securityholder approval of the Transaction, the management of the business of ZCL going forward and other statements that are not historical facts.
The forward-looking statements contained in this press release reflect the current expectations, assumptions and/or beliefs of the Company about future events based on information currently available to the Company. Although the Company believes that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements contained in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve risks, uncertainties and other factors that could cause actual events, results, liabilities and financial results in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the completion and timing of the proposed Transaction are subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, court and securityholder approvals, and the risks discussed in the "Risk Factors" section of the Company's Annual Information Form and the "Risks and Uncertainties" section of the Company's Management Discussion and Analysis, copies of which may be obtained at www.sedar.com. Accordingly, there can be no assurance that the proposed Transaction will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this press release. The proposed Transaction could be modified, restructured or terminated.
There can also be no assurance that the strategic, operational or financial benefits expected to result from the proposed Transaction will be realized.
The forward-looking statements contained in this press release speak only as of the date of this press release. Except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise.
The Transaction contemplated by this press release involves the securities of Canadian companies and will be subject to Canadian disclosure requirements that are different from those of the United States. Financial statements included or incorporated by reference in the Company's information circular relating to the Transaction will have been prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of U.S. companies.
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.
No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
SOURCE ZCL Composites Inc.
For further information: Ted Redmond, President & CEO, ZCL Composites Inc., Tel: (780) 466-6648, E-Mail: [email protected]; Kathy Demuth, Chief Financial Officer, ZCL Composites Inc., Tel: (780) 466-6648, E-Mail: [email protected]