WINNIPEG, Nov. 23, 2015 /CNW/ - Legumex Walker Inc. (TSX: LWP) ("Legumex Walker" or the "Company") today announced that it has completed the previously announced sale of the assets of the Company's Special Crops Division ("the Special Crops Transaction") to The Scoular Company ("Scoular") for gross proceeds of CAD$94 million, less closing and post-closing adjustments, plus CAD$71.5 million, which represents a preliminary estimate for the amount of net working capital at closing, paid in cash. Shareholders at a Special Meeting overwhelmingly approved the Special Crops Transaction on November 9, 2015. The final purchase price payable is expected to be determined within 90 days upon determination of the final closing working capital in accordance with the Asset Purchase Agreement dated September 14, 2015.
"This is the culmination of four years of hard work combining several of the premier companies in North America into a formidable Special Crops platform," said Joel Horn, Legumex Walker's President & CEO, "We are proud of what we have accomplished and look forward to seeing that platform continue to grow with Scoular's expertise and leadership."
According to Chuck Elsea, Scoular's Chief Executive Officer, "We've been looking to enter the special crops market for some time, and we're thrilled to finalize the purchase of a business that brings a wealth of special crops experience and expertise to our growing company. We will invest additional resources to expand the business and pursue opportunities that result in more value for growers and a high-quality, reliable supply of specialty products for customers around the globe."
The Company previously estimated that the net amount available for distribution to shareholders to be $1.69 to $1.98 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 Company's Management Information Circular dated October 12, 2015, as amended). The Company will be able to update its estimate of the net amount available for distribution to shareholders once the final purchase price has been determined based on final working capital.
The Company expects the Common Shares to be delisted from the TSX on the date specified by the TSX following an expedited delisting review. The Company expects the effective date of the delisting of Common Shares will be by December 31, 2015 (approximately 30 days following the completion of the expedited delisting review).
The Company expects to file articles of amendment changing its name to "LWP Capital Inc." on November 24, 2015 and its new CUSIP number is 502464100 and its new ISIN is CA5024641006. The Company expects that the plan of liquidation approved by the shareholders on November 9, 2015 will become effective by December 31, 2015 or early in January 2016. Although an interim distribution to shareholders is expected to be made during the second quarter of 2016, its final distribution is not expected prior to the completion of the liquidation period in 2017.
Readers are cautioned that there is risk that the amount of working capital or payment in respect thereof pursuant to the Sale Transaction will be less than as estimated at closing or September 30, 2015 or otherwise less than expected, resulting in the transaction value being less than anticipated, and a risk that the amount available for distribution to shareholders will be less than expected as a result of unforeseen liabilities. The closing and post-closing adjustments, include the payment of fees relating to insurance policies, deductions in respect of accounts receivable of Pacific Coast Canola, LLC ("PCC"), environmental and real estate related costs.
Further information regarding the Special Crops Transaction and its anticipated effects on Legumex Walker are contained in the Management Information Circular dated October 12, 2015, as amended, which is available on www.sedar.com.
Update on the PCC Transaction
The Company is targeting to complete the proposed divestiture of its interest in Pacific Coast Canola LLC by the end of this week.The Company will not realize any proceeds from the divestiture.
A 123-year old company with nearly $6 billion in sales, Scoular operates 130+ independent business units that provide diverse supply chain solutions for end-users and suppliers of grain, feed ingredients, and food ingredients around the globe. From more than 120 offices and facilities, 1200+ employees are engaged in the business of buying, selling, storing, and processing grain and ingredients as well as managing transportation and logistics worldwide. For further information, visit www.scoular.com.
Cautionary Note on Forward-looking Statements
This press release contains "forward-looking information" within the meaning of Canadian securities laws which may include, but is not limited to, statements relating to the determination of closing working capital, the final purchase price, the timing of the delisting of the Common Shares, the name change of the Company, the timing and amount of distributions to shareholders, the effectiveness of the plan of liquidation, the divestiture of its interest in PCC, and Scoular's future plans. 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 divestiture of its interest in PCC will not be completed within the time frame contemplated or on terms previously announced and the risk that PCC will not be in compliance with the terms of its credit facilities and related forbearances, the risk that the net proceeds of the sale of the Special Crops Division will be less than previously disclosed and expenses of the Company will exceed the amount estimated by the Company, the risk that distributions to shareholders will be delayed, the risk that the plan of liquidation will become effective later than expected, the risk that the closing working capital will not be determined within the time frame expected, and the risk that notwithstanding the fact that the Company will not realize any proceeds from the divestiture of its interest in PCC, the Company or its subsidiaries may incur costs and obligations in respect of such divestiture, as well as those factors referred to in the section entitled "Risk Factors" in the Company's Management Information Circular dated October 12, 20115 as amended by the Addendum dated October 26, 2015, in the Management's Discussion and Analysis for the period ended September 30, 2015 and in the Annual Information Form dated March 31, 2015 which are available on SEDAR at www.sedar.com and should be reviewed in conjunction with this press release. The Company's expectation with respect to the the net amount available for distribution to shareholders and timing for such distributions assume that the final working capital is not less than as at September 30, 201, expenses of the Company will not exceed the amount expected and the Company will receive the necessary approvals for such distributions. The Company's expectation with respect to the divestiture of its interest in PCC assume that thedivestiture of its interest in PCC will be satisfied or waived by the anticipated closing date and PCC's lenders will continue to forbear in respect of the enforcement of the credit facilities. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. 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.