WINNIPEG, May 29, 2012 /CNW/ - Parrish & Heimbecker, Limited ("P&H") is providing a further update today to holders of common shares in the capital of Thirdcoast Limited ("Thirdcoast") in respect of its previously announced proposed bid to acquire all of the issued and outstanding Thirdcoast common shares not presently owned by it (the "Bid").
P&H is pleased to announce that after receipt and review of the formal valuation of common shares of Thirdcoast prepared in connection with the Bid, it has determined to increase the consideration it will offer for the common share shares of Thirdcoast that it does not already own to $155.00 in cash per share.
The price of $155.00 per Thirdcoast share to be offered under the Bid represents a premium of approximately 107% to the bid price for Thirdcoast common shares of $75.00 as of January 31, 2012 (being the most recent data available before the March 6, 2012 announcement of the Bid) as set out on the Thirdcoast website at that time. Further, the price under the Offer represents a premium of approximately 107% over the last price paid by Thirdcoast under its normal course issuer bid.
P&H is also pleased to announce that it has finalized its materials in respect of the Bid and that the materials have been provided to the appropriate intermediaries for printing and mailing to shareholders to formally commence the bid. Shareholders should watch for the materials to be publically filed and delivered to them in the near future. The Bid materials will contain detailed instructions for tendering shares to the Bid.
"We are very pleased to be making the Bid and to provide the shareholders of Thirdcoast with the opportunity to realize on the value of their shares at a price that we strongly believe is a fair price. We look forward to a positive response from shareholders and moving the process forward to completion," said William S. Parrish, President and CEO of P&H.
As previously announced, to date, P&H has obtained irrevocable commitments from holders (the "Locked-up Holders") of an aggregate of 73,120 common shares in the capital of Thirdcoast to tender their shares to the Bid. Accordingly, combined with the common shares already held by P&H, P&H will hold not less than 51.6% of the total issued and outstanding common shares upon completion of the Bid.
The Locked-up Holders have agreed, among other things, to irrevocably tender their shares to the Bid, notwithstanding the existence of any other bid. Accordingly, all of the lock-up agreements are considered to be "hard" lock-up agreements, as they do not contain a right for shareholders to terminate the lock-up agreements or withdraw common shares tendered to the Bid in the event that an offer to acquire Thirdcoast shares is made by a third party, regardless of the consideration that may be offered by any such third party.
The P&H bid will not contain a condition that a minimum number of shares be tendered to the Bid, and subject to certain customary conditions to be set forth in the offer documents, P&H intends to take up any and all shares tendered to its offer.
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 102 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.
For further information:
For information in respect of the Bid please contact:
Rob Bryson, Vice President, P&H Grain Group
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