The increase in the purchase price follows exchanges and discussions with shareholders holding more than 50% of Dorel's Class B Subordinate Voting Shares. The revised terms for the Arrangement and the Amending Agreement have been unanimously approved by Dorel's Board of Directors (with
The increased purchase price of
267.8% to the
45.2% to the
30.9% and 18.5% to the 60-day and 30-day volume weighted average trading price, respectively, of the Class B Subordinate Voting Shares on the TSX for the period ended
The increased purchase price of
The conclusions and recommendations of the Special Committee and the Board of Directors are based on a number of factors. In addition to the premiums and TD Securities Valuation referred to above, the Arrangement provides Dorel's public shareholders with certainty of value and immediate liquidity, contains procedural safeguards for the public shareholders, and is an attractive transaction relative to the status quo, particularly in light of Dorel's continuing operational challenges.
Based on an aggregate purchase price of approximately
The purchaser has advised Dorel that it intends to fund the aggregate purchase price (including fees and expenses) of approximately
Committed revolving credit lines to fund (i) the required cash investment in net working capital to support Dorel's business at current revenue expectations, and (ii) a contingent tax liability in Luxembourg of up to approximately
Pursuant to the Amending Agreement, the termination fee payable by Dorel to the purchaser in certain circumstances, including if the purchaser fails to exercise its right to match in the context of a superior proposal supported by Dorel, has been increased to approximately
As previously announced, Dorel will hold a special meeting of shareholders in virtual-only format at
The Arrangement Resolution must be approved by at least (i) 66 2/3% of the votes cast by Dorel shareholders present in person or represented by proxy at the Special Meeting and entitled to vote, voting as a single class, and (ii) a majority (50% + 1) of the votes cast by holders of Class B Subordinate Voting Shares present in person or represented by proxy at the Special Meeting and entitled to vote, other than the Family Shareholders and their respective affiliates. Full details regarding the Special Meeting are contained in Dorel's management information circular dated
Dorel shareholders are urged to read the Circular, including the Valuation annexed thereto at Appendix F, and the Supplement in their entirety. Information on the Arrangement, including updated FAQs and important documents, is also available at www.dorel.com.
How to VOTE on the Revised Arrangement or CHANGE YOUR VOTE
As set out in Dorel's press release of
If you have already voted using the new proxy form or voting instruction form and wish to change your vote, you can submit your new vote in accordance with the instructions in the section of the Circular entitled 'Voting Information - Appointment and Revocation of Proxies', prior to the deadline of
Shareholders with questions on how to vote should contact
Strategic Shareholder and Communications Advisor
About
Caution Regarding Forward-Looking Statements
Certain statements included in this press release may constitute 'forward-looking statements' within the meaning of applicable Canadian securities legislation. More particularly and without limitation, this press release contains forward-looking statements and information regarding the completion of the Arrangement. Except as may be required by Canadian securities laws, Dorel does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from Dorel's expectations expressed in or implied by such forward-looking statements. As a result, Dorel cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits Dorel will derive from them.
Although Dorel believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the Arrangement include, without limitation, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board of Directors to consider and approve, subject to compliance by Dorel with its obligations under the Arrangement Agreement, as amended by the Amending Agreement, a superior proposal for Dorel; the failure to realize the expected benefits of the Arrangement; and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Dorel continues as an independent entity, there are risks that the announcement of the proposed Arrangement and the dedication of substantial resources by Dorel to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure by Dorel to comply with the terms of the Arrangement Agreement, as amended by the Amending Agreement, may, in certain circumstances, result in it being required to pay a fee to the
No Offer or Solicitation
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Dorel shares.
(521_DII_Amendment to Arrangement Agreement_EN_vf.pdf)
(522_DII_Amendment to Arrangement Agreement_FR_vf.pdf)
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