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MONTRÉAL and VANCOUVER, April 8, 2013 /CNW Telbec/ - EACOM Timber Corporation (TSXV: ETR) ("EACOM", or the "Company") and Kelso & Company ("Kelso") jointly announce that ET Acquisition Corporation (the "Offeror"), a corporation indirectly owned by funds managed by Kelso, has mailed its offer to EACOM shareholders, pursuant to a board supported take-over bid to acquire all of the common shares of EACOM for $0.38 in cash per common share (the "Offer") and the accompanying take-over bid circular (the "Take-Over Bid Circular") concurrently with EACOM's directors' circular (together, the "Circulars") recommending the bid to EACOM shareholders.
The Offer represents a premium of 46.2% to EACOM's closing share price of C$0.26 on the TSX Venture Exchange (the "TSX-V") on March 21, 2013, the last trading day prior to the announcement of the Offer, and a premium of 63.7% to the volume weighted average price of the EACOM common shares trading on the TSX-V for the 30 trading day period ending on that date.
The Offeror has mailed the Offer and the accompanying Take-Over Bid Circular to shareholders concurrently with the EACOM directors' circular containing the EACOM board of directors' (the "Board of Directors") unanimous recommendation that EACOM shareholders accept the Offer and deposit their common shares under the Offer.
The expiry time of the Offer will be 5:00 p.m. (Toronto time) on May 13, 2013 (the "Expiry Time").
Copies of the Circulars are available for review under EACOM's public profile on SEDAR at www.sedar.com.
Recommendation from Board of Directors of EACOM to Deposit
The Board of Directors appointed a special committee (the "Special Committee") to consider strategic alternatives with a view towards maximizing shareholder value.
Canaccord Genuity Corp. is acting as exclusive financial advisor to EACOM and is acting as financial advisor to the Special Committee. Sanabe & Associates, LLC is acting as independent financial advisor to the Special Committee. Canaccord Genuity Corp. and Sanabe & Associates, LLC have each delivered a fairness opinion to the Board of Directors and the Special Committee to the effect that, as of the date thereof and subject to the assumptions, limitations and qualifications contained therein, the consideration offered for the EACOM common shares pursuant to the Offer is fair, from a financial point of view, to EACOM shareholders.
Following its review of the terms and conditions of the Offer, the fairness opinions and its consideration of a number of factors, the Special Committee unanimously recommended the Offer to the Board of Directors. After receiving the recommendation of the Special Committee, the Board of Directors has unanimously determined that the Offer is in the best interests of EACOM and its shareholders and unanimously recommends that shareholders accept the Offer and deposit their common shares under the Offer.
A description of the factors considered by the Special Committee and the Board of Directors and other relevant background information are included in the Circulars mailed to EACOM shareholders. Copies of the fairness opinions are also included in EACOM's directors' circular mailed to EACOM shareholders.
The directors and senior executive officers of EACOM, as well as certain significant securityholders of EACOM, have entered into lock-up agreements with the Offeror pursuant to which each has agreed to deposit all of their common shares (including common shares issuable upon the exercise or deemed cancellation of options and exercise of warrants) to the Offer. Common shares representing approximately 43.40% of the issued and outstanding EACOM common shares on a fully-diluted basis are subject to the lock-up agreements.
The Offer is subject to customary conditions. The full details of the Offer are included in the Circulars.
The Offeror has retained Laurel Hill Advisory Group as information agent in connection with the Offer. Computershare Investor Services Inc. is the depositary for the Offer. Any questions or requests for assistance or further information on how to deposit EACOM common shares to the Offer may be directed to, and copies of the above referenced documents may be obtained from, the information agent at 1-877-452-7184 (North America) or 1-416-637-4661 (overseas) or by email at [email protected] or by contacting the depositary at 1-800-564-6253 (North America) or 1-514-982-7555 (overseas) or by email at [email protected].
If your EACOM Shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee, you should immediately contact that nominee for assistance if you wish to accept the Offer in order to take the necessary steps to be able to deposit your EACOM common shares under the Offer. Intermediaries likely have established deposit cut off times that are up to two business days prior to the Expiry Time. You should instruct your brokers or other nominees promptly if you wish to deposit.
EACOM Timber Corporation is a TSX-V listed company. The business activities of EACOM consist of the manufacturing, marketing and distribution of lumber, wood chips and woodbased value-added products, and the management of forest resources. EACOM owns eight sawmills, all located in Eastern Canada, and related tenures. The mills are Timmins, Nairn Centre, Gogama, Elk Lake and Ear Falls in Ontario, and Val-d'Or, Ste-Marie and Matagami in Quebec. The mills in Ear Falls, Ontario and Ste-Marie, Quebec are currently idled. As a result of improved market conditions, operations in Val-d'Or and Matagami which had been temporarily shut down in 2011 resumed during the third quarter of 2012. The mill in Timmins was seriously damaged by fire in January 2012 and remains shut down. EACOM also owns a lumber remanufacturing facility in Val-d'Or, Quebec, and a 50% interest in an "I" joist plant in Sault Ste-Marie, Ontario.
Kelso & Company is one of the oldest and most established firms specializing in private equity. Since 1980, Kelso has invested in over 115 companies in a broad range of industry sectors with aggregate initial capitalization at closing of over $40 billion. The firm is currently investing its eighth investment partnership, Kelso Investment Associates VIII, L.P., with $5.1 billion of committed capital. For more information, please visit www.kelso.com.
Canaccord Genuity Corp. is acting as exclusive financial advisor to EACOM and is acting as financial advisor to the Special Committee. Sanabe & Associates, LLC is acting as independent financial advisor to the Special Committee.
Dentons Canada LLP is acting as legal counsel to EACOM and Blakes, Cassels & Graydon LLP is acting as legal counsel to the Special Committee. Norton Rose Canada LLP is acting as legal counsel to Canaccord Genuity Corp. and Osler, Hoskin & Harcourt LLP is acting a legal counsel to Sanabe & Associates, LLC.
Debevoise & Plimpton LLP is acting as legal counsel to Kelso, and Goodmans LLP and Miller Thomson LLP are acting as Canadian counsel to Kelso.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release. All director and officer appointments are subject to TSX-V approval.
All statements in this news release that are not based on historical facts are "forward-looking statements". In this news release, such forward-looking statements include statements regarding the ability of Kelso to complete the take-over bid, the anticipated benefits of the take-over bid, the anticipated benefits to EACOM shareholders of the take-over bid, the timing of the take-over bid and the anticipated receipt of regulatory approvals for the take-over bid. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are beyond our control and could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not necessarily limited to, those set forth under "RISKS AND UNCERTAINTIES" in the Company's current MD&A, and under "RISK FACTORS" in the Company's Filing Statement dated January 8, 2010.
For further information:
Terrence A. Lyons
(514) 395-0375 ext. 259