Parrish & Heimbecker, Limited Announces Intention to Make All-Cash Offer to Purchase Common Shares of Thirdcoast Limited for C$115.00 per Common Share
PR Newswire
WINNIPEG, March 6, 2012
WINNIPEG, March 6, 2012 /PRNewswire/ – Parrish & Heimbecker, Limited (“P&H“), a Canadian company with over 100 years of experience in
agribusiness, today announced its intention to make an all-cash offer
to acquire common shares in the capital of Thirdcoast Limited (“Thirdcoast“) that it does not already own, for C$115.00 per share (the “Offer“).
Highlights
- All-cash offer of C$115.00 per Thirdcoast common share;
-
Offer represents a substantial 53% premium to the posted bid price for
Thirdcoast common shares of $75.00 as of January 31, 2012 as set out on
the Thirdcoast website at www.thirdcoast.ca/shareinfo; -
Cash offer provides liquidity and immediate value for Thirdcoast
shareholders; - Offer will not be subject to any financing condition.
Under the terms of the Offer, P&H intends to offer to acquire all of the
outstanding Thirdcoast common shares for C$115.00 in cash per share.
This represents a 53% premium to the bid price for Thirdcoast common
shares of $75.00 as of January 31, 2012 as set out on the Thirdcoast
website at www.thirdcoast.ca/shareinfo. P&H is presently the largest shareholder of Thirdcoast, holding
approximately 27.99% of the issued and outstanding common shares.
In addition, to date P&H has entered into lock-up agreements (the “Lock-up Agreements“) with certain shareholders of Thirdcoast who collectively own
approximately 16.57% of the issued and outstanding common shares.
Pursuant to the Lock-up Agreements, these shareholders agreed to tender
their common shares to the Offer (collectively, the “Locked-Up Shares“), and not to withdraw such Locked-Up Shares from the Offer unless the
Lock-Up Agreements are terminated in accordance with their terms. The
Locked-Up Shares coupled with the Thirdcoast shares presently owned by
P&H amount to approximately 45% of the total outstanding Thirdcoast
common shares.
Funding
The Offer is not subject to any financing conditions. P&H has sufficient
cash and previously committed financing in place to pay for the
consideration payable under the Offer and associated expenses.
The Offer
Full details of the Offer will be set out in an offer to purchase and
bid circular, which will be filed with the applicable Canadian
securities regulators and which will be available at www.sedar.com. The offer to purchase and bid circular will subsequently be mailed to
Thirdcoast’s shareholders. The Offer will remain open for at least 35
days following commencement of the Offer. The Offer will be subject to
certain customary conditions for transactions of similar nature, all as
set forth in the bid circular in respect of the Offer.
As an “insider” of Thirdcoast pursuant to applicable securities laws, an
independent valuation of the Thirdcoast common shares is required
before the bid circular is sent to Thirdcoast shareholders with the
results of such valuation being included or summarized within the bid
circular. P&H has requested that an independent committee of the
Thirdcoast board of directors engage a valuator and commission the
valuation in accordance with applicable securities laws, at the expense
of P&H, on an expedited basis such that the Thirdcoast shareholders
will have an opportunity to receive the bid documentation as soon as
possible.
Forward-Looking Statements
This release includes forward-looking statements regarding P&H and its
business. 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.
About P&H
Winnipeg, Manitoba-based Parrish & Heimbecker, Limited is a 102 year old
privately held Canadian company with grain elevators, terminals and
flour mills across Canada. We have 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. We are actively growing and adapting to
meet changing demands of the consumer: providing more variety, more
convenience, more environmentally friendly and healthier food choices,
accompanied by proper assurances of quality and safety and we seeks to
be at the forefront of evolving and innovative products such as
bio-products and functional foods. For more information, visit http://www.parrishandheimbecker.com.
SOURCE Parrish & Heimbecker, Limited
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