- Announces Launch of Bid for Thirdcoast Limited and Mailing of Offer Circular to Shareholders;
- Reaffirms support of the Community of Goderich, Ontario; and
- Responds to Purported Adoption by Thirdcoast of a Shareholder Rights Plan
WINNIPEG, May 31, 2012 /CNW/ - Parrish & Heimbecker, Limited ("P&H") is pleased to announce today that it has formally launched its bid to acquire all of the issued and outstanding Thirdcoast Limited ("Thirdcoast") common shares not presently owned by it (the "Bid") for all cash consideration of $155.00 per common share pursuant and subject to the terms and conditions set out in the Bid circular and related documentation dated May 31, 2012.
The price of $155.00 per Thirdcoast common share offered under the Bid represents a premium of approximately 107% to the bid price for Thirdcoast common shares before announcement of P&H's intention to commence the Bid, as set out on the Thirdcoast website at that time. The price offered under the Bid also represents a premium of approximately 107% over the last price paid by Thirdcoast under its normal course issuer bid. The Bid is set to expire at 5:00 p.m. (Toronto time) on July 5, 2012 unless extended or withdrawn by P&H.
Shareholders are encouraged to tender their shares to the Bid as soon as possible. Please see the instructions below that are also included in greater detail in the Bid circular and related documentation that shareholders will be receiving shortly.
As an "insider" of Thirdcoast under applicable securities laws, P&H's Bid circular contains a valuation of the common shares of Thirdcoast prepared by an independent valuator selected and supervised by an independent committee of the board of directors of Thirdcoast (the "Independent Committee") comprised of Ian Carter and Robert Paterson.
In its press release of yesterday's date, the Independent Committee of Thirdcoast took the unusual position of challenging certain aspects of the valuation provided by the independent valuator. This is notwithstanding the fact that that the Independent Committee carefully selected the valuator from amongst a number of potential valuators following what P&H understands was a lengthy and rigorous process, and thereafter supervised the preparation of the valuation itself.
The valuator chosen by the Independent Committee is a leading Canadian investment dealer whose businesses include corporate finance, mergers and acquisitions, equity and fixed income sales and trading and investment research. Based upon and subject to the analyses and assumptions set out in the valuation appended to P&H's Bid circular, the valuator gave its opinion that as of May 25, 2012, the fair market value of the Thirdcoast common shares was in the range of $130.00 to $170.00 per common share.
P&H partially based the $155.00 per share Bid price on information contained in the valuation that had not previously been provided by either the Independent Committee or Thirdcoast. As a result of additional information it received, P&H determined to increase its offer to $155.00 per common share, which is higher than the mid-point of the range of the fair market value of the common shares determined by the independent valuator. P&H believes the $155.00 per share Bid price represents full and fair value for the Thirdcoast common shares. The valuation in its entirety is appended to the Bid circular, and a summary of the valuation is included within the Bid circular in accordance with applicable securities laws.
Continued Commitment to Goderich, Ontario
As indicated in the Bid circular, as a 103 year old private company, P&H's philosophy of working in a supportive and cooperative manner within the communities in which it operates would be carried out in Goderich, Ontario. After successful completion of the Bid, it is P&H's intention to increase activity within Thirdcoast's existing business operations. P&H also intends to proceed with all necessary steps to amend the articles of Thirdcoast to change the name of Thirdcoast to its previous name of "Goderich Elevators Limited" as soon as possible after completion of the Bid.
Response to Thirdcoast Rights Plan
P&H is disappointed with the decision of the Independent Committee to purportedly adopt a shareholder rights plan (otherwise known as a poison pill) at this time (the "Rights Plan"). P&H has attempted to engage in discussions, share information and receive the support of the Independent Committee for several months without success. Requests for information have been met either with refusals or unacceptable attempts to imposing unreasonable undertakings prior to release.
P&H is of the view that the Rights Plan has been adopted simply as a further delay tactic in an attempt to prevent it from acquiring additional shares of Thirdcoast. It is P&H's understanding that Scotiabank has been engaged as advisor to Thirdcoast since the end of March (over 60 days ago) to examine the strategic alternatives referenced in Thirdcoast's press release announcing the Rights Plan and that an auction process was conducted and completed on or about May 28, 2012.
One hundred days have now passed since Thirdcoast was first made aware of P&H's intention to make the Bid. Accordingly, to expiry of the Bid, Thirdcoast management will have had at least 135 days to develop strategic alternatives to the Bid. The implicit indication by Thirdcoast that 135 days is inadequate for this purpose only serves to support the position of P&H that the Bid represents the most valuable and viable option for Thirdcoast shareholders to realize on their investment in Thirdcoast. The adoption of the Rights Plan is simply a defensive tactic undertaken by the Independent Committee to further delay the process and thereby prevent shareholders of Thirdcoast with the opportunity to realize on the value of their shares in a timely manner.
P&H wishes to confirm to Thirdcoast shareholders that:
- The purported adoption of the Rights Plan has not affected in any manner P&H's decision to proceed with the Bid and provide the shareholders of Thirdcoast with an opportunity to realize upon the value of their shares;
- Shareholders may still tender to the Bid notwithstanding the existence of the Rights Plan;
- P&H fully intends to take all necessary steps to apply to securities regulators to cease trade the Rights Plan as soon as possible.
Important Instructions to Thirdcoast Shareholders Wishing to Tender their Shares
Thirdcoast shareholders may tender their common shares to the Bid by returning the letter of transmittal (printed on YELLOW paper) enclosed with the Bid materials mailed to them, together with certificate(s) representing the common shares of Thirdcoast Limited (valid share certificates in the name of Goderich Elevators Limited will also be accepted), to Olympia Transfer Services Inc. in accordance with the rules and instructions set forth in the letter of transmittal accompanying the Bid materials.
Shareholders whose common shares are registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee, should contact such nominee immediately for assistance on how to deposit common shares under the P&H Bid.
Thirdcoast shareholders may also obtain a free copy of the Bid documents online at www.sedar.com.
This release includes forward-looking statements regarding P&H, Thirdcoast and their respective businesses. The forward looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of known and unknown risk factors and uncertainties affecting P&H, Thirdcoast and their respective businesses. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and P&H does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Percentages Used Herein
Percentages referenced herein are approximate and have been calculated based upon outstanding share data provided to P&H by Thirdcoast.
Winnipeg, Manitoba-based Parrish & Heimbecker, Limited is a 103 year old privately held Canadian company with grain elevators, terminals and flour mills across Canada. P&H has grown into a diversified, vertically integrated company that is committed to agribusiness and the entire agri-food industry. The P&H group of companies covers a wide spectrum of the agribusiness sector, mirroring very closely the diverse face of Canadian agriculture. P&H is actively growing and adapting to meet changing demands of the consumer. For more information, visit http://www.parrishandheimbecker.com.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Thirdcoast. Such an offer may only be made pursuant to an offer and takeover Bid circular filed with applicable securities regulatory authorities. THIRDCOAST SHAREHOLDERS SHOULD READ THE BID DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE BID.
For further information:
For information in respect of the Bid or how to tender your common shares please contact:
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184
Banks and Brokers and collect calls outside North America
Olympia Transfer Services Inc.
Telephone (Local) 416-364-8081
North American Toll Free: 866-887-2984