MONTREAL, CANADA — (Marketwired) — 04/23/15 — 9187669 Canada Inc., a company indirectly owned by Mr. Harry Hart and members of his immediate family, announces that it has launched a take-over bid to acquire all of the issued and outstanding common shares of Hartco Inc. (TSX: HCI), other than shares held directly or indirectly by Mr. Hart and by members of his immediate family, at a price of $3.40 in cash per share. The offer will be open until 5:00 p.m. (eastern time) on May 28, 2015, unless extended or withdrawn.
Mr. Hart is the founder, Executive Chairman and Chief Executive Officer of Hartco. Mr. Hart and members of his immediate family own, directly or indirectly, or exercise control or direction over, an aggregate of 8,358,400 common shares of Hartco, representing 63.22% of Hartco–s 13,222,104 issued and outstanding shares. In addition, as previously announced, Mr. Hart has entered into a Support and Voting Agreement with two institutional shareholders holding an aggregate of 2,422,000 Hartco shares, representing 18.32% of Hartco–s outstanding shares and 49.80% of the 4,863,704 outstanding Hartco shares not owned or controlled by Mr. Hart and members of his immediate family.
9187669 Canada Inc. has filed a copy of its offer and take-over bid circular and related documents under Hartco–s company profile on SEDAR, at , and is mailing such documents to Hartco–s shareholders.
The offer price of $3.40 per share represents a premium of approximately 38.8% to the last closing price of Hartco–s shares on the Toronto Stock Exchange ($2.45) prior to an announcement by Hartco on February 19, 2015 that its Board of Directors had received a letter of intent from Mr. Hart and a company under his control confirming their intention to acquire for cash all of the issued and outstanding Hartco shares, other than shares held directly or indirectly by Mr. Hart.
The offer is subject to a number of conditions set out in the take-over bid circular, including, among other things, there being validly deposited pursuant to the offer and not withdrawn, at the expiry time of the offer, such number of Hartco shares which represents (i) together with shares held by 9187669 Canada Inc. and its joint actors (including Mr. Hart), at least 66 2/3% of Hartco–s outstanding shares; and (ii) at least a majority of the outstanding Hartco shares the votes of which would be included in any minority approval of a subsequent acquisition transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, calculated in both cases on a fully-diluted basis.
Fasken Martineau DuMoulin LLP is acting as legal counsel to 9187669 Canada Inc. and Mr. Hart in connection with the offer.
This news release does not constitute an offer for or solicitation of Hartco shares in any jurisdiction. Any such solicitation would be made only by formal offer and only in those jurisdictions where 9187669 Canada Inc. may legally do so.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements may include, without limitation, statements regarding the take-over bid for the shares of Hartco and other statements that are not historical facts. Such statements are subject to assumptions, risks and uncertainties. Actual results or events may vary materially from expected results or events. In particular, the timing and completion of the take-over bid referred to above are subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the take-over bid will occur on the timetable or on the terms and conditions contemplated. 9187669 Canada Inc. does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts:
Mr. Harry Hart
(514) 354-0580 Ext. 1301
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