Vicwest's Westeel Agricultural Products Division to be Sold to Ag Growth International Inc.
Kingspan Group plc to Retain Vicwest's Building Products Division
OAKVILLE, ON, Nov. 11, 2014 /CNW/ - Vicwest Inc. ("Vicwest", "VIC", "VIC.DB" and "VIC.DB.A") today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with Kingspan Group plc ("Kingspan") and Ag Growth International Inc. ("AGI"), pursuant to which Kingspan (through an acquisition company) has agreed to acquire all of the issued and outstanding common shares of Vicwest for C$12.70 per share in cash by way of a court approved plan of arrangement (the "Arrangement"). As part of the Arrangement, substantially all of the assets of Vicwest's Westeel division will be sold to AGI (through an acquisition company) and Kingspan will retain the Vicwest Building Products division.
The offer price of $12.70 represents a premium of 25.6% to the 20-day volume-weighted average price of the Vicwest common shares on the Toronto Stock Exchange as of November 10, 2014. The Arrangement values Vicwest at C$350 million on an enterprise value basis, with total consideration payable to Vicwest shareholders of approximately C$224 million.
Mr. Colin Osborne, President and Chief Executive Officer of Vicwest, said, "Given the evolution of both businesses into new product lines and markets, the Board of Directors of Vicwest concluded that operating a construction business and agricultural business under one umbrella is no longer the ideal structure for the long term. With this view, the Board has run two coincident sale processes with key strategic buyers. After very robust and competitive processes for both Westeel and Vicwest Building Products, we are confident that this transaction delivers the highest value for Vicwest shareholders, and at the same time positions each of those businesses to continue to compete, excel and grow with new industry-leading partners."
Vicwest's Board of Directors, after consultation with its financial and legal advisors, and on the recommendation of the Special Committee of Vicwest's Board of Directors, has unanimously determined that the Arrangement is in the best interests of Vicwest and unanimously recommends that shareholders vote in favour of the Arrangement. The Arrangement is the outcome of a strategic process undertaken by Vicwest's Board of Directors. CIBC World Markets Inc., acting as financial advisor to Vicwest and its Board of Directors, has provided an opinion to the Board of Directors of Vicwest to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the holders of Vicwest common shares pursuant to the Arrangement is fair, from a financial point of view, to such holders.
Holders of approximately 15.6% of outstanding Vicwest common shares, including all of Vicwest's directors and officers, have signed voting support agreements pursuant to which they have agreed, among other things, to vote their common shares in favour of the Arrangement.
Completion of the Arrangement is subject to a number of conditions including, but not limited to, the approval of at least 66⅔% of the votes cast in person or by proxy at a special meeting of Vicwest's shareholders to be held to consider the Arrangement, as well as customary court and regulatory approvals. The special meeting of Vicwest shareholders is expected to be held in January 2015. An information circular in connection with the Arrangement is expected to be mailed to Vicwest shareholders in late November. Subject to receipt of all required approvals, closing is expected to occur in the first quarter of 2015. The completion of both proposed transactions, the sale of Vicwest and the sale of the Westeel division, are inter-conditional.
The Arrangement Agreement contains customary provisions for agreements of its nature, including a "no-shop" obligation on Vicwest and a commitment to pay certain fees and expenses to the purchasers in the event that the agreement is terminated, where an unsolicited superior offer is made and accepted, and other circumstances. The Arrangement Agreement also includes typical covenants concerning the operation of the business pending consummation of the transactions.
Advisors and Legal Counsel
CIBC World Markets Inc. is acting as financial advisor and Goodmans LLP is acting as legal advisor to Vicwest.
Corporate Update and Q3 Conference Call Tuesday at 10 am (ET)
Vicwest Inc. will host an analyst conference call and webcast to discuss the proposed sale process announcement and its third quarter results today (Tuesday, November 11) at 10 am (ET). Callers are asked to dial in 10 minutes prior to 416-204-9498 or 800-505-9573. To participate in the webcast, please visit Vicwest's website at www.vicwestinc.com.
About Vicwest Inc
Vicwest Inc. is a leading manufacturer and distributor of engineered storage and handling systems for grain, fertilizer and liquid storage as well as building construction products for agriculture, commercial, industrial and residential markets. The Company operates through two strategically aligned divisions: Vicwest Building Products and Westeel. With approximately 7,000 customers, 1,200 dedicated employees and 34 business partners, it is positioned for growth in domestic and international markets. Vicwest Inc. is a member of the S&P/TSX SmallCap Index. For more information, visit www.vicwestinc.com.
Certain statements in this news release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including with respect to the Company's current expectations and plans relating to the Arrangement. The Company has based these forward-looking statements on factors and assumptions about future events, including that the Arrangement Agreement will not be amended and all conditions precedent to completing the Arrangement will be met. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. These risks and uncertainties include, among other things, the possibility that any of the conditions to closing of the Arrangement, including regulatory, shareholder and/or court approvals, may not be satisfied or (where applicable) waived and such other risks as identified in the Company's materials filed under the Company's profile at www.sedar.com from time to time. Readers are encouraged to review the most recently filed Management's Discussion and Analysis and other disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions. Readers are cautioned not to place undue reliance on the Company's forward-looking statements. The forward-looking statements contained herein are made as of the date of this press release and except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE: Vicwest Inc.
For further information: Colin Osborne, President & Chief Executive Officer, Vicwest Inc., Tel: (905) 469-5700, [email protected]; Rod Crawford, Chief Financial Officer, Vicwest Inc., Tel: (905) 469-5706, [email protected]