WINNIPEG, Oct. 15, 2015 /CNW/ - Legumex Walker Inc. (TSX: LWP) ("LWI" or the "Company") today announced that it has published and commenced the mailing of its Management Information Circular ("the Circular") to shareholders of record as of October 9, 2015, regarding the proposed sale of substantially all of the assets of the Company's Special Crops Division to The Scoular Company ("The Sale Transaction"), the voluntary liquidation and dissolution of the Company according to the Canada Business Corporations Act and other related matters ("the Resolutions") as previously announced in a news release dated September 14, 2015. The Circular will be filed today with the Canadian securities regulators and will be available on the SEDAR profile of the Company at www.sedar.com, as well as on the Company's website (www.legumexwalker.com). Investors and shareholders of the Company are urged to read the Circular because the materials contain important information about the Sale Transaction and the Resolutions.
THE SPECIAL MEETING
A special meeting ("the Meeting") of shareholders to consider the Resolutions will be held on November 9, 2015 at 10:00 a.m. (Toronto time) at the offices of Borden Ladner Gervais LLP, Scotia Plaza, 40 King St. W., 44th Floor, Toronto, Ontario. All shareholders are encouraged to vote.
The Board of Directors ("the Board") of LWI has unanimously approved the sale of the Specialty Crops Division as being in the best interest of shareholders, based on its own investigations, and on the opinion of AltaCorp Capital Inc., engaged as a financial advisor to the Board. As such, the Board recommends that shareholders vote in favour of the Sale Transaction and other related matters.
As previously announced, Scoular has agreed to acquire substantially all of the assets of LWI's Special Crops Division for CAD$94 million plus the amount of net working capital at closing, on a cash free debt free basis, paid in cash. The net amount available for distribution to shareholders is currently estimated to be $1.95 to $2.25 per share (after deducting estimated taxes, all corporate and Special Crops Division related debt and all wind-up and transaction related expenses as set out under the heading "Use of Proceeds from the Sale Transaction" in the Circular) and represents a 97.0% to 127.3% premium over the 20-day volume-weighted average price of the Company's Common Shares on the TSX as of September 11, 2015, the last trading day prior to the announcement of the Sale Transaction. The net amount available for distribution to shareholders is based on net working capital estimated as at September 30, 2015 which, as described in the Circular, is estimated to be less than as at June 30, 2015.
"While the estimated net amount of distributions to shareholders is lower than our original estimate — primarily due to a reduction in net working capital in the 3rd quarter as both growers and customers were reluctant to transact during the critical harvest period pending greater certainty in our strategic process — we believe this transaction represents excellent value for LWI" said Bruce Scherr, Chairman of the Board of Directors of LWI.
HOW TO VOTE
Registered shareholders (shareholders who hold LWI shares in their name and represented by a physical certificate or through the Direct Registration System) may vote by mail, internet, fax or in person at the Meeting. In the interest of time, shareholders are encouraged to vote via the internet or by fax as follows:
Internet: Vote online at www.voteproxyonline.com, using the 12 digit control number located on your proxy.
Beneficial shareholders (shareholders who hold LWI shares through a bank, broker or other intermediary) will have different voting instructions provided to them and should follow the instructions found on their voting instruction form to vote online, by telephone or fax.
Shareholders who have questions or require assistance with voting may contact LWI's Proxy Solicitation Agent:
Laurel Hill Advisory Group
About Legumex Walker Inc.
LWI is a growth-oriented processor and merchandiser of pulses and other special crops, and with the completion of the PCC canola seed processing facility in Washington State, canola products. The Company derives its revenue from sourcing, processing, marketing and distributing special crops, canola products and associated healthy, specialty food ingredients to a global customer base. The Company operates processing facilities in the Canadian Prairies, American Midwest, the Pacific Northwest, and China.
Cautionary Note on Forward-looking Statements
This press release contains "forward-looking information" within the meaning of Canadian securities laws which may include, but are not limited to, statements relating to the transaction value to LWI of the sale transaction, the proposed plan of liquidation and the amount of the Company's working capital as at September 30, 2015 and the estimated amount of distributions to shareholders. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including the risk that the conditions to the completion of the sale of the Special Crops Division, including shareholder and regulatory approvals, will not be satisfied within the contemplated time frames, the risk that the amount of working capital or payment in respect thereof will be less than as at September 30, 2015 or otherwise less than expected, the risk that the amount available for distribution to shareholders will be less than expected as a result of unforeseen liabilities, as well as those factors referred to in the section entitled "Risk Factors" in the Company's Management's Discussion and Analysis for the period ended December 31, 2014 and in the Circular which are available on SEDAR at www.sedar.com and should be reviewed in conjunction with this document. The statements with respect to the estimated distributions to the shareholders assume that the amount paid for the working capital will not be less than the working capital of LWI as at September 30, 2015 and that other adjustments to the purchase price will not result in a reduction to the purchase price payable in respect of the Special Crops Division. The statements relating to the estimated distributions to shareholders assume that the sale of the Special Crops Division will be completed and that any adjustment to the sale price will not exceed projections, and that taxes, expenses and liabilities of the Company will not exceed internal estimates. Such statements are subject to significant uncertainties. Although the Company believes the assumptions inherent in forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this press release. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
SOURCE Legumex Walker Inc.