– Company Moving Towards Closing of Divestiture of Pacific Coast Canola –
WINNIPEG, Oct. 26, 2015 /CNW/ - Legumex Walker Inc. (TSX: LWP) ("LWI" or the "Company") today provided a revised estimate for the net amount available for distribution to shareholders ("the Distribution") following the previously announced proposed sale of substantially all of the assets its Special Crops Division to The Scoular Company ("Scoular") for CAD$94 million plus the amount of net working capital at closing, on a cash free debt free basis, paid in cash (the "Sale Transaction").
The Company has completed an update of the Distribution in advance of the Special Meeting of Shareholders to be held on November 9, 2015. The Distribution has been updated to include Capital Lease Obligations in Secured Debt Repayment, increasing this required repayment by $4.4 million. As a result, the Distribution is now estimated 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 ("the Circular"). In addition, the Company has also completed an update of its working capital as at October 23, 2015 and continues to be satisfied with the parameters presented in the Circular in this regard.
The revised estimated Distribution represents a 69.8% to 98.9% 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. The actual amount of the Distribution will be based on working capital at closing, which will be different than working capital as at September 30, 2015.
The Company also reported it continues to make progress towards the intended divestiture of its 84% ownership interest in Pacific Coast Canola ("PCC") (the "PCC Transaction"). The Company has been informed that the terms have been agreed to in principle with the prospective acquirers and the parties are moving towards expected closing of the transaction, including termination of the Processing Agreement between PCC and the Scoular Company, although the outcome of any such transaction is uncertain and is subject to compliance with the terms of the forbearance from secured lenders. The Company does not expect to receive any value from the sale of its 84% interest.
The revised estimated Distribution range of $1.69 to $1.98 per share assumes the Company will not be required to pay $1.2 million in respect of severance obligations for PCC nor that the Company will be required to pay to Scoular an amount of US$1.5 million in respect of the sale of the Canola Current Assets by Scoular in connection with the termination of the PCC Processing Agreement.
The Board of Directors ("the Board") of LWI has unanimously approved the sale of the Specialty Crops Division. The Board recommends that shareholders vote in favour of the Sale Transaction and other related matters.
ADDENDUM TO MANAGEMENT INFORMATION CIRCULAR
An addendum to Management Information Circular ("the Addendum") in respect to the update described above will be mailed to shareholders as of the record date of October 9, 2015. Copies of the Addendum will be filed with Canadian securities regulators and will be available on the SEDAR profile of the Company at www.sedar.com. In addition, investors and shareholders may obtain free copies of the documents the Company files with Canadian securities regulators by directing a written request to LWI, 1345 Kenaston Boulevard, Winnipeg, MB R3P 2P2 Attention: Corporate Secretary. Investors and shareholders of the Company are urged to read the Circular and the Addendum as such materials contain important information about the transaction.
THE SPECIAL MEETING
The Special 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.
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
Toll free: 1-877-452-7184 or 416-304-0211 (collect)
Email: [email protected]
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 October 23, 2015, the estimated amount of distributions to shareholders and the proposed divestiture of PCC. 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 and October 23, 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 and other factors, 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 or the amount available for distribution to shareholders. The statements relating to the estimated distributions to shareholders also 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. The statements with respect to working capital as at October 23, 2015 assume that no negative material adverse changes have occurred to working capital from the working capital as at September 30, 2015. The statements with respect to the proposed divestiture of PCC assume that parties will enter into binding agreements in respect thereto and complete the proposed divesture and terminate the PCC Processing Agreement on terms which do not result in LWI being responsible for any additional payment to Scoular or for any severance obligations in respect of certain employees of PCC. 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.