QUÉBEC CITY, Nov. 18, 2013 /CNW Telbec/ - Novik Inc. ("Novik") (TSXV: NVK) is pleased to announce that it has entered into a non-binding (subject to prescribed exceptions) letter of intent (the "Letter") with Clearview Capital LLC ("Clearview") pursuant to which Clearview proposes to acquire all of the issued and outstanding common shares (the "Shares") of Novik (the "Transaction"), including the Shares issuable upon the conversion of convertible securities, for a cash consideration of $0.85 per Share (the "Purchase Price"), representing an aggregate purchase price of approximately $45,000,000, plus the assumption of certain debt and debt-like items. The Transaction is not subject to any financing condition.
The Purchase Price represents a premium of approximately 21.9% to the 30-day volume-weighted average trading price of the Shares ("VWAP") for the period ending on the date hereof and a premium of approximately 35.2% to the 90-day VWAP.
It is anticipated that the Transaction shall proceed by way of a court approved plan of arrangement pursuant to the Business Corporation Act (Quebec). The Letter provides for an exclusivity period of 20 business days following its execution, subject to an automatic extension of 10 business days and any further mutually agreed extension, (the "Exclusivity Period") during which Novik shall negotiate an arrangement agreement (the "Arrangement Agreement") with Clearview and allow Clearview to complete confirmatory due diligence. In the event the Arrangement Agreement is executed, the closing of the Transaction will be subject to a number of conditions, including, but not limited to, regulatory, third party, court and shareholder approvals.
Under the Letter, Novik has agreed not to solicit any other acquisition proposals, provided, however, that the board of directors of Novik (the "Board") is permitted to consider unsolicited superior proposals in compliance with its fiduciary duties. Clearview has a right to match any such superior proposal. The Letter provides for a break fee of $1,800,000 to be payable by Novik to Clearview if the Letter is terminated under certain circumstances, including in the event that the Board accepts a superior proposal during the Exclusivity Period.
Michel Gaudreau, the Chairman of the Board and President and Chief Executive Officer of Novik and the holder, directly or indirectly, of 19,425,000 Shares and options to purchase 750,000 common shares of Novik representing approximately 39 % of the outstanding Shares (on a non-diluted basis), has signed an irrevocable lock-up agreement with Clearview (the "Lock-Up Agreement") pursuant to which he has undertaken, among other matters, to vote in favour of the Transaction and against any alternative acquisition proposal. The Lock-Up Agreement also grants a proxy in favour of Clearview to exercise the voting rights attached to the Shares held by Mr. Gaudreau. The Lock-Up Agreement automatically terminates on such date that is the earlier of (i) the date upon which Novik and Clearview have mutually agreed in writing to terminate the Letter, (ii) four (4) months following the execution of the Letter provided that during such period no Arrangement Agreement has been executed by Novik and Clearview, (iii) the termination of the Arrangement Agreement resulting from a breach by Clearview, (iv) four (4) months following the termination of the Arrangement Agreement for any other reason, and (v) the closing of the Transaction.
"We believe the acquisition of Novik by Clearview is a transaction beneficial to all stakeholders, including shareholders, employees and customers. This announcement marks a positive outcome for Novik shareholders following a process undertaken with the assistance of Novik's financial advisor, PricewaterhouseCoopers Corporate Finance Inc., in which Novik has reviewed and considered many potential alternatives" commented Michel Gaudreau. Novik formed a special committee comprised of its three independent directors to oversee this process.
"Novik is an excellent company with great employees, highly differentiated products and high potential for future growth", said James G. Andersen, Clearview's co-Founder and co-Managing Partner. "Our goal is to partner with Novik's talented management team to invest in continued expansion in Quebec and in further penetration of the United States market. We strongly believe that our access to capital and extensive experience and relationships at all levels of the building products industry will allow us to accelerate the company's growth for the benefit of all the company's stakeholders."
Full details of the Transaction will be included in the Arrangement Agreement and the management information circular expected to be filed with the regulatory authorities and mailed to holders of Shares in accordance with applicable securities laws. All securityholders of Novik are urged to read the management information circular once it becomes available as it will contain additional important information about the Transaction.
PricewaterhouseCoopers Corporate Finance Inc. is acting as financial advisor and McCarthy Tétrault LLP is acting as legal advisor to Novik. Blake, Cassels & Graydon LLP is acting as legal advisor to Clearview.
Novik (NVK) is a leader in the design, manufacture and distribution of innovative polymer exterior siding, roofing coverings and accessories that replace traditional materials such as stone, brick or wood shingles. These products target the world-wide residential and commercial construction industry.
Clearview Capital, LLC is a private investment firm based in Old Greenwich, CT that invests in and develops mid-sized, North American companies in partnership with management. The firm has a long history of assisting strong management teams in the execution of their growth strategies.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking information, as such term is defined in applicable securities laws. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate and similar expressions, or are those which, by their nature, refer to future events. Forward-looking information includes, without limitation, the outcome of the proposed Transaction and other similar information concerning anticipated future events, conditions or results that are not historical facts. Specifically, the Letter is subject to numerous conditions including the completion of a satisfactory due diligence and the negotiation and execution of the Arrangement Agreement. This press release also contains forward-looking statements and information concerning the anticipated timing and completion of the execution of the Arrangement Agreement. Novik provided these anticipated times in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required for Clearview to complete its confirmatory due diligence. Novik cautions readers that all forward-looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Novik's control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news release and Novik assumes no obligation to update or alter any forward-looking information unless required by applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Novik Inc.
For further information:
Chairman of the Board and
President and Chief Executive Officer
Tel. : (418) 878-6161
E-mail : [email protected]
EVP & General Manager and
Interim Chief Financial Officer
Tel. : (418) 878-6161
E-mail : [email protected]
James G. Andersen
Co-Founder & Co-Managing Partner
1445 East Putnam Ave.
Old Greenwich, Connecticut
Tel.: (203) 698-2777
E-mail: [email protected]