CPE News (11/5/2021) – PFB Corporation (TSX: PFB) has entered into an arrangement agreement under which an affiliate of The Riverside Company has agreed to indirectly acquire all of the outstanding common shares of PFB for a cash payment of $24.10 per share, which, on a fully diluted basis, is a total purchase price of $178 million.
Subject to shareholder and Court approvals, the transaction is expected to close on December 17, 2021.
Following the closing of the arrangement, PFB will continue to be run by its current management team led by CEO Robert Graham.
Aeonian Capital Corporation (a private investment company controlled by PFB Executive Chairman C. Alan Smith) and Kernwood Limited, two 10%+ security holders (38.87% and 14.36% respectively), along with PFB’s directors and senior officers, in aggregate, holding approximately 56% of the outstanding shares, have entered into voting agreements.
PFB’s board of directors has approved a special cash dividend of $2.00 per share to be paid on November 30, 2021 to PFB shareholdersof record on November 16, 2021. This special dividend is in addition to the special dividend of $1.00 per share and the regular dividend of $0.11 per share previously announced on October 22, 2021 that is also payable on November 30, 2021 to shareholders of record on November 16, 2021.
Calgary based PFB manufactures innovative, high-quality insulating building products and technologies that, when used as components of a building envelope, enable residential and commercial structures to be highly energy-efficient. PFB has two operating subsidiaries, Plasti-Fab Ltd. that operates in Canada and PFB America Corporation that operates in the United States.
photo credit: PFB Corporation
PFB Corporation to be Acquired by Riverside
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CALGARY, AB, Nov. 4, 2021 /CNW/ – (TSX: PFB) — PFB Corporation (“PFB”) has entered into an arrangement agreement (the “Arrangement Agreement”) under which an affiliate of The Riverside Company (“Riverside”) has agreed to indirectly acquire all of the outstanding common shares of PFB (the “Shares”) for a cash payment of $24.10 per Share (the “Arrangement”), which, on a fully diluted basis, is a total purchase price of $178 million. Closing date of the transaction, which is subject to shareholder and Court approvals, is expected to occur on December 17, 2021.
The $24.10 per Share purchase price represents a premium of 7% to the closing price of the Shares on the Toronto Stock Exchange (“TSX”) on November 4, 2021, the last trading day prior to this announcement, and a 15% premium to the volume-weighted average trading price of the Shares on the TSX over the last 20 trading day period ending November 4, 2021.
Additionally, PFB’s board of directors (the “Board”) has approved a special cash dividend of $2.00 per Share to be paid on November 30, 2021 to PFB shareholders (“Shareholders”) of record on November 16, 2021. For clarity, this special dividend is in addition to the special dividend of $1.00 per Share and the regular dividend of $0.11 per Share previously announced on October 22, 2021 that is also payable on November 30, 2021 to Shareholders of record on November 16, 2021.
“The PFB Board conducted an exhaustive sale process and considered several proposals from interested parties and believes that the Riverside transaction offers PFB the best alternative to realize its full potential”, said C. Alan Smith, Executive Chairman of PFB. “We believe that this agreement with Riverside offers Shareholders an attractive valuation and premium to the recent trading price of the Shares and provides PFB the opportunity to more effectively pursue the long-term investment and growth strategy of the Company across North America.”
Following the closing of the Arrangement, PFB will continue to be run by its current management team led by Mr. Robert Graham, CEO. Sean Ozbolt, Riverside Managing Partner, commented: “We are excited to partner with Rob and the entire PFB team. PFB has a proven track record of providing cost effective, GREENGUARD certified solutions that reduce energy consumption, and we look forward to supporting the company in its exciting growth initiatives.”
Recommendation of the Board, Fairness Opinion and Voting Agreements
The Board, after consultation with its financial and legal advisors, has unanimously approved the Arrangement Agreement, determined that the Arrangement is fair and reasonable to the Shareholders and is in the best interests of PFB and unanimously recommends that Shareholders vote their Shares in favour of the Arrangement.
In connection with the Arrangement, Intrepid Investment Bankers LLC (“Intrepid”), PFB’s financial advisor, has provided the Board with its opinion that the consideration to be received by Shareholders under the Arrangement is fair, from a financial point of view, to the Shareholders. The full text of Intrepid’s written opinion will be included in PFB’s management information circular (“Circular”).
Each of PFB’s directors and senior officers and two significant shareholders of PFB holding, in aggregate, approximately 56% of the outstanding Shares, have entered into voting agreements which provide that they will, among other things, vote the Shares held by them in favour of the resolution authorizing the Arrangement.
The Arrangement Agreement
The Arrangement will be carried out by way of a statutory plan of arrangement under the Business Corporations Act (Alberta). The Arrangement Agreement provides that the implementation of the Arrangement is subject to customary closing conditions, including the approval of the Court of Queen’s Bench of Alberta and the approval of at least two-thirds of the votes cast by Shareholders in person or by proxy at a special meeting of Shareholders (the “Meeting”), which is expected to be held on December 16, 2021. The Arrangement is not conditional on Riverside obtaining financing. The parties expect to close the Arrangement in December 2021.
The Arrangement Agreement contains customary non-solicitation provisions, which restrict PFB from soliciting or entertaining any third party acquisition proposals, subject to customary “fiduciary out” provisions that entitle PFB to consider and accept a superior proposal subject to a matching right in favour of Riverside. If the Arrangement Agreement is terminated in certain circumstances, including if PFB enters into an agreement with respect to a superior proposal or if the Board withdraws its recommendation with respect to the Arrangement, Riverside is entitled to a termination payment.
Further information regarding the Arrangement will be included in PFB’s Circular, which is expected to be mailed to Shareholders in late-November 2021. Copies of the Arrangement Agreement and the Circular will be available on SEDAR at www.sedar.com or on PFB’s website at www.pfbcorp.com.
Advisors
Intrepid is acting as exclusive financial advisor to PFB and providing a fairness opinion and Burnet, Duckworth & Palmer LLP is acting as legal counsel to PFB.
Blake, Cassels & Graydon LLP is acting as Canadian legal counsel to Riverside and Jones Day is acting as U.S. legal counsel to Riverside.
About PFB
PFB has two operating subsidiaries, Plasti-Fab Ltd. that operates in Canada and PFB America Corporation that operates in the United States. The Canadian segment primarily derives its revenues from the sale of expanded polystyrene (“EPS”) foam products, which it manufactures at its facilities in Canada. The USA segment primarily derives its revenues from the sale of EPS foam products, customized log and timber structures made at its facilities in the United States, which typically include design and installation services that together provide the basis for a bundled sale of its manufactured products. Both segments develop, manufacture and market insulation building products and technologies based on expanded polystyrene technology; that, when used as components of a building envelope, enable residential and commercial structures to be highly energy-efficient. We are also experts in engineered geotechnical applications of our products. PFB building products are used in both new and renovation markets in residential, commercial and industrial projects.
PFB is listed for trading on the Toronto Stock Exchange under the symbol “PFB”.
About Riverside
The Riverside Company is a global private equity firm focused on investing in growing businesses valued at up to $400 million. Since its founding in 1988, Riverside has completed more than 800 investments. The firm’s international private equity and structured capital portfolios include more than 130 companies.
SOURCE PFB Corporation
For further information: PFB Contacts: For further information contact Robert Graham, Chief Executive Officer, PFB Corporation, 300, 2891 Sunridge Way NE, Calgary, Alberta T1Y 7K7, Tel: (403) 569-4307, Fax: (403) 569-4075; Riverside Contacts: Holly Mueller, The Riverside Company, Tel: +1 (216) 535-2236