KELOWNA, BC, June 28, 2013 /CNW/ - Sun-Rype Products Ltd. (TSX:SRF) ("Sun-Rype" or the "Company") today announced that the independent members of the board of directors of the Company have received a non-binding proposal (the "Proposal") from Great Pacific Industries Inc. ("Great Pacific"), a member of The Jim Pattison Group, and SRF Acquisition Inc. ("Acquireco"), a wholly-owned subsidiary of Great Pacific, to privatize Sun-Rype. Under the Proposal, all shareholders of Sun-Rype, other than Great Pacific and its affiliates, would receive $7.50 cash for each Sun-Rype common share they hold (the "Common Shares"), subject to certain conditions. The proposed offer price translates into a premium of 20% above the average closing price of the Common Shares on the Toronto Stock Exchange ("TSX") for the previous 20, 30 and 40 trading days, and the three months and six months, ended June 27, 2013.
Great Pacific and its affiliates currently own approximately 5.82 million Common Shares representing approximately 54% of the currently issued and outstanding Common Shares of Sun-Rype.
Great Pacific has proposed that the transaction proceed by way of a plan of arrangement under the Business Corporations Act (British Columbia), which would require Sun-Rype shareholder approval and the approval of the Supreme Court of British Columbia. If the Proposal is accepted and the transaction proceeds, it will also be subject to the requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") which requires that: (i) an independent formal valuation of Sun-Rype be prepared under the supervision of a committee of independent members of the board of directors of Sun-Rype; and (ii) the transaction be approved by a "majority of the minority" shareholders of Sun-Rype.
A committee of the independent members of board of directors of Sun-Rype (the "Committee") has been established and it is considering the Proposal and will be obtaining a fairness opinion and an independent formal valuation of Sun-Rype. In that regard the Committee has engaged independent legal counsel to advise the Committee and will be engaging an independent valuator.
Sun-Rype and Great Pacific expect to negotiate a definitive arrangement agreement (the "Arrangement Agreement"), which is expected to contain customary conditions, including but not limited to, Sun-Rype shareholder approval, court, TSX and regulatory approval and receipt of the independent formal valuation.
Shareholders are cautioned that the Company has only received the Proposal and that no decisions or recommendations have been made by the Committee or the board of directors of Sun-Rype in response thereto. The Proposal is non-binding, and there can be no assurance that the transaction contemplated by the Proposal, or any other transaction, will be proceeded with or recommended by the board of directors of Sun-Rype. It is anticipated that negotiation of a binding arrangement agreement will occur over the ensuing week(s) and shareholders will be advised if and at such time as the Proposal becomes a binding offer by Great Pacific.
Sun-Rype Products Ltd., based in Kelowna, BC, is a manufacturer and marketer of fruit-based juices and snacks. Sun-Rype is a publicly traded Canadian company with its common shares listed on the Toronto Stock Exchange under the symbol SRF.
Forward Looking Statements
Statements contained in this press release, which are not based on historical fact, including without limitation, statements containing the words "may", "will", "plans", "intends", "expects", "anticipates", "believes", "estimate", "continue" and similar expressions, constitute "forward looking information" within the meaning of applicable Canadian securities laws. Forward looking statements contained in this document may involve, but are not limited to, statements relating to the Company's objectives, priorities, strategies, actions, targets, expectations and outlook. Forward looking statements are necessarily based upon assumptions and predictions with respect to the future, including but not limited to the factors referred to below. As a result, forward looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied thereby. These risks, uncertainties and other factors include, but are not limited to, changes in the consumer packaged goods industry and external market factors, as well as the factors referred to in the Company's Annual Information Form dated March 6, 2013, and its other filings with the applicable Canadian securities regulatory authorities. In light of these uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward looking statements. Except as required by law, the Company assumes no obligation to update or revise such information to reflect later events or developments.
SOURCE: Sun-Rype Products Ltd.
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