Samuel, Son & Co., Limited Enters into Agreement to Acquire
Minority Shares in Samuel Manu-Tech Inc.
July 26th, 2010 -- Mississauga, ON, Canada
Samuel, Son & Co., Limited (“Samuel”) announced today that it entered into an agreement to acquire all of the shares of Samuel Manu-Tech Inc. (TSX:SMT) (“SMT”) that Samuel does not already own for $ 7.50 CDN per share in cash.
The all-cash consideration of $ 7.50 CDN per share represents a premium of 76.9% to the closing price of SMT’s common shares on the TSX on July 23rd, 2010 (the last full trading day prior to the date of this announcement) and a premium of 81.6% to the volume weighted average trading price of the shares on the TSX for the 20 trading days ending July 23rd, 2010.
Samuel already owns 71.8% of the outstanding shares of SMT and intends to fund the acquisition and related expenses with its existing cash resources and committed financing.
In connection with the proposed transaction, Samuel and its wholly-owned subsidiary have entered into a support agreement with SMT containing customary representations, warranties and covenants. In addition, Samuel has entered into lock-up agreements with common shareholders representing approximately 9.8% of SMT’s common shares. Subject to the terms of the lock-up agreements, these shareholders have agreed to vote in favour of the proposed transaction.
The SMT Board of Directors established a committee of independent directors (the “Independent Committee”) to, among other things, supervise the preparation of a formal valuation and oversee the finalization of a definitive agreement in connection with the proposal.
The Independent Committee has retained CIBC World Markets Inc. (“CIBC World Markets”) as its independent valuator for the purpose of providing a valuation in accordance with applicable regulatory requirements.
BMO Capital Markets is acting as exclusive financial advisor to Samuel in the context of this transaction.
The proposed transaction is structured as an amalgamation of SMT with a wholly owned subsidiary of Samuel. A management information circular will be prepared and mailed for a special meeting of SMT shareholders that is expected to be held in early September, 2010. The Board of Directors of SMT has established August 4th, 2010 as the record date for determining shareholders entitled to vote at the special meeting.
The information circular to be sent to shareholders would include full details of the terms of the transaction, the recommendation to shareholders by the Board of Directors of SMT (excluding the Board representatives that are conflicted) and the Independent Committee, as well as a formal valuation report on the shares of SMT, and fairness opinion prepared by CIBC World Markets.
The transaction would be subject to customary conditions for an amalgamation including, among others, (i) approval by at least two thirds of the votes cast by holders of SMT common shares, (ii) approval by a simple majority of the votes cast by the minority holders of SMT common shares (which will exclude for this purpose the 23,079,360 shares held by Samuel and the shares held by certain related parties of Samuel pursuant to applicable law), and (iii) the receipt of any required approvals from Samuel and SMT’s existing lenders.
Peter Baines, VP of Communications and Corporate Affairs
Phone: (905) 279-5460 Ext. 6918 / firstname.lastname@example.org
About Samuel Manu-Tech Inc.
SMT is a leading North American industrial products and technology company producing a wide range of steel, plastic and related industrial products and services from locations in Canada, the United States and Mexico.
About Samuel, Son & Co., Limited
Samuel is the fifth largest metal service centre and the largest privately held metal service centre in North America, with locations across both Canada and the United States, as well as locations in Mexico, the United Kingdom, Australia and China.