CPE News (8/12/2019) – Great Pacific Capital Corp., a member of The Jim Pattison Group, has made a non-binding proposal to the Board of Directors of Canfor Corporation (TSX: CFP) to take Canfor private at a price of $16.00 per common share payable in cash.
Great Pacific presently owns approximately 51% of the issued and outstanding Shares. The offer would value Canfor’s total equity at $2.004 billion or $984 million to minority shareholders.
The Board of Canfor has constituted a special committee of independent directors to review the unsolicited offering received on August 10, 2019.
The board said following the Special Committee’s review of the offer and the receipt of financial and legal advice, it will be in a position to respond should Canfor determine it is appropriate to do so.
photo credit: Canfor Corporation
Great Pacific Capital Corp. announces proposal to take Canfor Corporation private at $16.00 per Common Share
August 11, 2019. Vancouver, British Columbia. Great Pacific Capital Corp. (“Great Pacific”), a member of The Jim Pattison Group, is pleased to announce that it has made a proposal to the Board of Directors of Canfor Corporation (the “Company”) to take the Company private at a price of $16.00 per common share (the “Shares”) payable in cash.
Great Pacific presently owns approximately 51% of the issued and outstanding Shares. Great Pacific believes the proposed transaction offers fair value for the Shares, is a significant opportunity for the Company’s minority shareholders and is in the best interests of the Company and its stakeholders. Great Pacific’s ability to complete the proposed transaction is not subject to financing or due diligence and provides immediate liquidity for minority shareholders.
Great Pacific believes that its non-binding proposal is in the best interests of the Company and
its shareholders for a number of reasons, in particular:
The potential transaction offers fair value for the Shares held by the minority holders:
The proposed offer price represents a premium of 81.8% to the most recent closing price and approximately 60% to the 60 day volume weighted average price of the Shares.
The proposed transaction allows minority shareholders to realize the premium associated with an en bloc value for all of the issued and outstanding Shares.
The proposed transaction is in the best interests of the Company and its stakeholders, including employees and the communities in which the Company operates:
The elimination of the significant administrative expenses incurred in maintaining a public company listing in Canada will allow for reinvestment of these funds into
stabilization of the Company’s operations, particularly in British Columbia, where the industry environment remains particularly uncertain and challenging.
The Company is facing important strategic and capital decisions, which Great Pacific believes are best suited to a private company with a long-term focus.
Great Pacific has proposed that the proposed transaction be structured by way of a court supervised statutory plan of arrangement (the “Arrangement”). The Arrangement would require a special resolution of the holders of Shares to be approved by two-thirds of the Shares represented in person or by proxy at a meeting of shareholders of the Company (the “Meeting”). In addition, because the proposed transaction would constitute a “business combination” for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, the Arrangement would need to be approved by a simple majority of the Shares represented in person or by proxy at the meeting of the Shareholders, other than Shares owned by Great Pacific and any related parties. Great Pacific understands that the Board of Directors of the Company will establish a special committee of independent directors (the “Special Committee”) which will engage an independent financial advisor to prepare a formal valuation of the Shares and deliver an opinion as to the fairness, from a financial point of view, of the proposed transaction to minority holders of Shares. The Special Committee is expected to make a recommendation to shareholders as to whether or not to support the proposal.
Any potential transaction would be subject to the satisfaction of customary conditions, including the settlement, execution and delivery of definitive agreements, no material adverse changes in the business or operations of the Company, requisite shareholder and British Columbia Supreme Court approvals and receipt of necessary third party and regulatory approvals, in form and substance satisfactory to Great Pacific.
Great Pacific wishes to reiterate that there is currently no binding agreement in place with respect to its non-binding proposal. Until such time as the Special Committee completes its work and analysis and definitive agreements are executed, there can be no assurance that a definitive transaction will be agreed or, if any such transaction is agreed, what terms that transaction will contain.
Required Early Warning Report Information
Great Pacific’s head office is located at 1800 – 1067 West Cordova Street, Vancouver, BC, V6C 1C7.
The Company’s head office is located at 100 – 1700 West 75th Avenue, Vancouver, BC, V6P 6G2.
Great Pacific, directly and indirectly through wholly-owned subsidiaries, has ownership and control over an aggregate of 63,728,722 Shares, representing approximately 51% of the issued and outstanding Shares.
Should a transaction be completed, Great Pacific will own 100% of the issued and outstanding Shares and intends to cause the Shares to cease to be listed on the Toronto Stock Exchange and to cause the Company to file an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company’s public reporting requirements. In the future, Great Pacific may acquire additional Shares of the Company or dispose of such Shares subject to a number of factors, including general market and economic conditions and other investment and business opportunities available.
Early warning reports will be filed by Great Pacific with applicable Canadian securities regulatory authorities. To obtain a copy of such early warning reports, please contact: Nick Desmarais, Secretary, at 604-488-5214.