All dollar amounts are in Canadian dollars.
SAINT-GEORGES, QC, Aug. 24, 2015 /CNW Telbec/ - Manac Inc. (TSX: MA) ("Manac" or the "Company") announced today that the Québec Superior Court has issued an interim order authorizing, among other things, the holding of a special meeting (the "Special Meeting") of the holders of multiple voting shares (the "MVS") and subordinate voting shares (the "SVS" and, collectively with the MVS, the "Shares") of the Company. At the Special Meeting, the holders of Shares (collectively, the "Shareholders") will be asked to approve the previously announced statutory arrangement under the Business Corporations Act (Québec) (the "Arrangement") pursuant to which a consortium (the "Consortium") composed of Placements CMI Inc. ("CMI"), Caisse de dépôt et placement du Québec ("CDPQ"), Fonds de solidarité FTQ ("FSTQ"), Investissement Québec and Fonds Manufacturier Québécois II s.e.c. will indirectly acquire all of the issued and outstanding Shares.
The obtaining of the interim order follows the announcement by the Company on August 13, 2015 that it had entered into a definitive arrangement agreement setting out the terms of the proposed Arrangement, whereby Shareholders (other than CMI, CDPQ, FSTQ and LITUD Inc. ("LITUD"), which will rollover Shares in connection with the Arrangement) will receive $10.20 in cash per Share, representing a premium of approximately 18.4% to the average closing price of the SVS on Toronto Stock Exchange for the 20-day period prior to March 30, 2015, being the date on which Manac announced its strategic review process, and a premium of approximately 12.4% to the average closing price of the SVS on Toronto Stock Exchange for the 20-day period prior to August 13, 2015, being the date on which Manac announced the proposed Arrangement.
Pursuant to the interim order, the Special Meeting will be held on September 30, 2015 at 2:00 p.m. (Montreal Time) at the Hotel Le Georgesville, 300, 118th Street, Saint-Georges, Québec, G5Y 3E3, and Shareholders of record as of the close of business on August 26, 2015 will be entitled to receive notice of, to attend, and to vote at the Special Meeting or any adjournments or postponements thereof. Manac expects to begin the mailing of its management information circular on or about September 2, 2015, at which time it will also be available under the profile of Manac at www.sedar.com.
The implementation of the Arrangement is subject to court approval and to the approval of at least 662/3% of the votes cast by Shareholders present in person or represented by proxy at the Special Meeting, voting together as a single class, with each Shareholder being entitled to one vote per Share. Given that the proposed Arrangement constitutes a "business combination" under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions, it will also be subject to the approval of (i) a majority of the votes cast by the holders of MVS (excluding CMI and LITUD) present in person or represented by proxy at the Special Meeting, and (ii) a majority of the votes cast by the holders of SVS (excluding CDPQ and FSTQ) present in person or represented by proxy at the Special Meeting, each voting as a separate class.
The Arrangement has been approved unanimously by the Board of Directors of Manac following the unanimous recommendation of the special committee composed solely of independent directors which oversaw the process and negotiations of the arrangement agreement with the Consortium (the "Special Committee"). The Board of Directors and the Special Committee have unanimously, after receiving legal and financial advice, determined that the Arrangement is in the best interests of Manac and is fair to its disinterested Shareholders and the Board of Directors unanimously recommends that the Shareholders vote in favour of the Arrangement at the Special Meeting. As an interested director, Mr. Charles Dutil recused himself and did not attend such meeting of the Board of Directors and therefore did not vote on the aforementioned resolutions of the Board of Directors.
In connection with the proposed Arrangement, American Industrial Partners Capital Fund IV (Cayman) L.P. ("AIP"), LITUD and each director and senior officer of the Company have agreed, together with members of the Consortium that are current Shareholders of the Company, to vote their Shares in favour of the Arrangement. Consequently, Shareholders holding 100% of the MVS and approximately 31.35% of the SVS (representing 80.62% of the total Shares), have agreed to vote their Shares in favour of the Arrangement. AIP, CMI and LITUD are the sole holders of MVS.
Under the Company's articles, the SVS and MVS have substantially the same terms except that the SVS carry one vote per share and the MVS carry six votes per share for all matters, except as otherwise required by applicable law including at the Special Meeting in connection with the Arrangement where the MVS will be entitled to one vote per share. In addition, the MVS can be converted into SVS on a one-for-one basis at any time at the option of their holder, or automatically in specified limited circumstances as set forth in the Company's articles.
About Manac Inc.
Manac is the largest manufacturer of trailers in Canada and a leader in the manufacturing of specialty trailers in North America. Manac offers a wide range of vans, flatbeds and specialty trailers such as dumps, low beds, grain hoppers, chassis, chip and logging trailers, all of which are sold in Canada and the United States under the recognized brands Manac®, CPS®, Peerless®, Darkwing®, UltraPlate®, UltravanTM and Liddell Canada®. Manac services the heavy-duty trailer industry for the highway transportation, construction, energy, mining, forestry and agricultural sectors and manufactures its trailers in facilities located in Saint-Georges, QC, Penticton, BC as well as Oran and Kennett, MO.
Forward looking statements
Certain statements set forth in this press release may constitute forward-looking statements within the meaning of securities legislation. Positive or negative verbs such as "believe", "could", "should", "intend", "expect", "estimate", "assume" and other related expressions are used to identify such statements. These forward-looking statements include, but are not limited to, statements relating to Manac's expectations with respect to the timing and outcome of the proposed Arrangement with the Consortium, the anticipated benefits of such Arrangement, court and Shareholder approvals, the ability of the parties to the arrangement agreement to complete the Arrangement and the anticipated timing of the Special Meeting. There can be no assurance that the proposed Arrangement will be completed, or that it will be completed on the terms and conditions contemplated in this press release. The proposed Arrangement could be modified or terminated. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Manac, which could in turn also impact the completion of the Arrangement, are described in details in the reports filed from time to time by Manac with securities authorities in Canada.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Unless otherwise required by applicable securities laws, Manac disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking information in this news release is based on information available as of the date of the release.
SOURCE Manac IR
Image with caption: "Manac Logo (CNW Group/Manac IR)". Image available at: http://photos.newswire.ca/images/download/20150824_C8938_PHOTO_EN_483232.jpg
For further information: Julie Demers, Director, Legal Affairs, Manac Inc., Email: [email protected], Telephone: 418-228-2018