OAKVILLE, ON, Dec. 29, 2014 /CNW/ - Vicwest Inc. (the "Company" or "Vicwest") (TSX: VIC, VIC.DB and VIC.DB.A) announced today a meeting (the "Meeting") of the holders (the "Debentureholders") of the Company's 5.25% convertible unsecured subordinated debentures due December 31, 2018 (the "5.25% Debentures"). At the Meeting, Debentureholders will be asked to approve certain amendments (the "Amendments") to the indenture governing the terms of the 5.25% Debentures.
The Meeting is being called at the request of Kingspan Group plc ("Kingspan") in connection with the previously-announced proposed plan of arrangement (the "Arrangement") under the Business Corporations Act (Ontario) involving, among others, the Company, Ag Growth International Inc. and Kingspan, whereby 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. As part of the Arrangement, substantially all of the assets of Vicwest's Westeel division will be sold to Ag Growth International Inc. and Kingspan will retain the Vicwest Building Products division.
The Meeting is scheduled to be held at the offices of the Company's legal counsel, Goodmans LLP, at 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7 at 10:00 a.m. (Toronto time) on Tuesday, February 10, 2015. The record date for determining the Debentureholders entitled to receive notice of and vote at the Meeting is Tuesday, December 30, 2014. The Company's information circular to be sent in connection with the Meeting will include, among other things, a summary of the Amendments. The Company expects to begin mailing the information circular and form of proxy to Debentureholders of record in early January 2015, at which time the documents will also be made available under the Company's profile on SEDAR at www.sedar.com.
The Amendments, if approved by 66⅔% of the votes cast by Debentureholders present in person or by proxy at the Meeting (subject to the quorum requirements set out in the indenture governing the 5.25% Debentures), will permit the Company to redeem the Convertible Debentures for cash, at a redemption price of 103% of the aggregate principal amount thereof, plus accrued and unpaid interest, at any time on, immediately prior to or within 30 days following, the effective date of the Arrangement. The redemption of the 5.25% Debentures will, if so approved, only occur if the Arrangement is successfully completed, which is expected (subject to satisfaction of the terms and conditions to the Arrangement) to occur in the first quarter of 2015. The completion of the Arrangement is not conditional on the redemption of the 5.25% Debentures.
For holders of the Company's 6.00% convertible unsecured subordinated debentures due December 31, 2015 (the "6.00% Debentures"), the Company currently intends to, at Kingspan's request, deliver a conditional notice of redemption in accordance with the terms of the 6.00% Debentures to holders of the 6.00% Debentures prior to (and conditional upon) the completion of the Arrangement effecting the redemption of the Debentures to be effective assuming the closing of the Arrangement, on or about the closing of the Arrangement on the terms set out in the indenture governing the 6.00 % Debentures.
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 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 and the 5.25% Debentures and 6.00% Debentures. The Company has based these forward-looking statements on factors and assumptions about future events, including that all conditions precedent to completing the Arrangement and the Amendments 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]