WINNIPEG, March 6, 2012 /CNW/ - Parrish & Heimbecker, Limited ("P&H"), a Canadian company with over 100 years of experience in agribusiness, today announced its intention to make an all-cash offer to acquire common shares in the capital of Thirdcoast Limited ("Thirdcoast") that it does not already own, for C$115.00 per share (the "Offer").
- All-cash offer of C$115.00 per Thirdcoast common share;
- Offer represents a substantial 53% premium to the posted bid price for Thirdcoast common shares of $75.00 as of January 31, 2012 as set out on the Thirdcoast website at www.thirdcoast.ca/shareinfo;
- Cash offer provides liquidity and immediate value for Thirdcoast shareholders;
- Offer will not be subject to any financing condition.
Under the terms of the Offer, P&H intends to offer to acquire all of the outstanding Thirdcoast common shares for C$115.00 in cash per share. This represents a 53% premium to the bid price for Thirdcoast common shares of $75.00 as of January 31, 2012 as set out on the Thirdcoast website at www.thirdcoast.ca/shareinfo. P&H is presently the largest shareholder of Thirdcoast, holding approximately 27.99% of the issued and outstanding common shares.
In addition, to date P&H has entered into lock-up agreements (the "Lock-up Agreements") with certain shareholders of Thirdcoast who collectively own approximately 16.57% of the issued and outstanding common shares. Pursuant to the Lock-up Agreements, these shareholders agreed to tender their common shares to the Offer (collectively, the "Locked-Up Shares"), and not to withdraw such Locked-Up Shares from the Offer unless the Lock-Up Agreements are terminated in accordance with their terms. The Locked-Up Shares coupled with the Thirdcoast shares presently owned by P&H amount to approximately 45% of the total outstanding Thirdcoast common shares.
The Offer is not subject to any financing conditions. P&H has sufficient cash and previously committed financing in place to pay for the consideration payable under the Offer and associated expenses.
Full details of the Offer will be set out in an offer to purchase and bid circular, which will be filed with the applicable Canadian securities regulators and which will be available at www.sedar.com. The offer to purchase and bid circular will subsequently be mailed to Thirdcoast's shareholders. The Offer will remain open for at least 35 days following commencement of the Offer. The Offer will be subject to certain customary conditions for transactions of similar nature, all as set forth in the bid circular in respect of the Offer.
As an "insider" of Thirdcoast pursuant to applicable securities laws, an independent valuation of the Thirdcoast common shares is required before the bid circular is sent to Thirdcoast shareholders with the results of such valuation being included or summarized within the bid circular. P&H has requested that an independent committee of the Thirdcoast board of directors engage a valuator and commission the valuation in accordance with applicable securities laws, at the expense of P&H, on an expedited basis such that the Thirdcoast shareholders will have an opportunity to receive the bid documentation as soon as possible.
This release includes forward-looking statements regarding P&H and its business. 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.
Winnipeg, Manitoba-based Parrish & Heimbecker, Limited is a 102 year old privately held Canadian company with grain elevators, terminals and flour mills across Canada. We have 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. We are actively growing and adapting to meet changing demands of the consumer: providing more variety, more convenience, more environmentally friendly and healthier food choices, accompanied by proper assurances of quality and safety and we seeks to be at the forefront of evolving and innovative products such as bio-products and functional foods. For more information, visit http://www.parrishandheimbecker.com.
For further information:
For additional information contact Rob Bryson, Vice President, P&H Grain Group, at 905-821-9139 or by email at [email protected].