- MRRM shareholders to receive $4.45 per share in all-cash transaction representing a 58% premium
- Transaction unanimously approved by the Board of Directors of MRRM
- MRRM shareholders holding 56.5% of MRRM common shares have agreed to vote in favour of the transaction
- Represents Marbour's first rice business acquisition in North America following sustained growth through acquisitions in Europe
MONTREAL, QC AND MARSEILLE, France, Feb. 10, 2015 /CNW Telbec/ - (TSX-V: MRR) MRRM Inc. ("MRRM") and Marbour S.A.S. ("Marbour"), today announced that they have entered into a definitive agreement (the "Agreement") under which Marbour will acquire 100% of MRRM for a total consideration of $11 million (the "Transaction"). The all-cash consideration is $4.45 per share, which represents a 58% premium over MRRM's closing price as of February 9, 2015 and a 56% premium over the volume-weighted average trading price of the MRRM shares for the past 20 trading days. The Transaction has been unanimously approved by the Board of Directors of MRRM (the "Board") and is expected to close in the second quarter of 2015.
MRRM Board Approves Unanimously
An independent committee of the Board (the "Special Committee") was mandated to evaluate the Transaction and available alternatives.
Following a careful review and analysis, the Special Committee unanimously recommended that the Board accept the Transaction. Based on the Special Committee's recommendation and its own evaluation, the Board, in turn, has unanimously approved the Transaction. The Board has further determined that the Transaction is fair to all MRRM shareholders and is in the best interests of MRRM. As a result, it has authorized the submission of the Transaction to shareholders of MRRM for their approval at a special meeting to be held in the coming weeks.
"Founded over 130 years ago by the Reford family, MRRM has had a storied history and has been an integral part of my life for over 25 years. Today, MRRM has the opportunity to begin a new chapter and become part of a larger and growing company. It is only after careful consideration and based on the Special Committee's thorough review, that the Board reached the unanimous conclusion that this opportunity is in the best interests of the company and is fair to all shareholders," stated Nikola Reford, Chairman of the Board.
"We believe that Marbour, through SIACOM Canada Inc., brings advantages of scale and investment capability to MRRM, allowing it to grow. Marbour has a strong track record of investing in, and successfully integrating, its acquisitions and we believe that this transaction is beneficial to MRRM shareholders as well as its employees and other stakeholders," stated Jean Bourdillon, President of Marbour.
Majority Shareholder Support
Nikola Reford, Geoffrey Reford, and a company they control, Trébuchet Inc., the principal shareholders representing approximately 56.5% of the MRRM shares, have each entered into a support and voting agreement pursuant to which they have agreed to vote their shares in favour of the Transaction.
The Special Committee and the Board received an opinion from Commercial Capital Corporation that the consideration to be received pursuant to the Transaction is fair, from a financial point of view, to the MRRM shareholders. A copy of the fairness opinion, factors considered by the Special Committee and the Board and other relevant background information will be included in the management information circular that will be sent to MRRM shareholders in connection with the special meeting to consider the Transaction.
Other Transaction Details
The Transaction will be effected by way of an amalgamation of MRRM with a wholly-owned indirect subsidiary of Marbour, under the Canada Business Corporations Act, requiring the approval of two-thirds of the votes cast by holders of MRRM shares at a special meeting of MRRM shareholders. Subject to receiving the required MRRM shareholder approval and the satisfaction of other customary conditions, it is anticipated that the Transaction would close in the second quarter of 2015.
The Agreement provides that MRRM is subject to non-solicitation provisions and provides that the Board may, under certain circumstances, terminate the Agreement in favour of an unsolicited superior proposal, subject to payment of a termination fee of $450,000 to Marbour and subject to Marbour's right to match any superior proposal.
A copy of the Agreement, the support and voting agreement, the fairness opinion and certain related documents will be filed with applicable Canadian securities regulators and will be available at the SEDAR website at www.sedar.com in due course. The management information circular in connection with the special meeting of shareholders to consider the Transaction is expected to be mailed to MRRM shareholders over the coming weeks.
Desjardins Capital Markets is acting as financial advisor to Marbour. Cheverny Capital Inc. is acting as financial advisor to MRRM and Commercial Capital Corporation delivered a fairness opinion to MRRM's Special Committee and Board. Marbour retained Miller Thomson LLP as its legal counsel and MRRM hired Borden Ladner Gervais LLP as its legal counsel.
MRRM Inc. is the parent company of MRRM (Canada) Inc. (which operates under the name of Les Aliments Dainty Foods), Robert Reford Agency Inc. and Dainty Foods International Inc., all wholly-owned subsidiaries, which are engaged in the food industry and in the ship agency services business. Les Aliments Dainty Foods has been milling and processing rice for over a century. For more information, please visit www.daintyrice.ca
Marbour is a privately-held company based in Marseille, France. It counts over 700 employees, and owns and operates 14 sites located in Europe, the Caribbean and the Indian Ocean. Almost 75% of Marbour's business activities are focused on the international rice business (dry rice and ready-to-eat rice) through its SIACOM business unit, and it is currently the third largest rice producer and distributor in Europe. Marbour also has business activities in the Chemicals & Services (17%) as well as Food & Beverage (10%) sectors. For more information, please visit www.marbour.eu
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of MRRM Inc. to be materially different from any future results, performance or achievement expressed or implied by the said forward-looking statements.
SOURCE MRRM Inc.
For further information: Lyla Radmanovich, 514-843-2336, [email protected]