- All-cash consideration delivers significant value and immediate liquidity to Cervus shareholders:
$19.50 purchase price represents a 37% premium to the 20-day volume-weighted average price per share for the period endingAugust 13, 2021 - Transaction would create one of the largest privately-held dealership groups in the world and enhance Cervus' ability to execute on its strategy of delivering best-in-class equipment and solutions to its customers
Transaction Highlights
Entry into the Arrangement Agreement was based on the unanimous recommendations of both the board of directors of Cervus (the "Board") and a Special Committee of independent directors (the "Special Committee") and followed an extensive review and analysis of what is in the best interests of Cervus and its stakeholders, including shareholders, customers, partners and employees. The conclusions and recommendations of the Special Committee and the Board have been based on a number of factors, including (without limitation) the following:
- Compelling Value to Cervus Shareholders – The Consideration represents a 37% premium to the 20-day volume-weighted average price per share for the period ending
August 13, 2021 . - Certainty of Value and Liquidity – The Arrangement Agreement does not contain a financing condition and the Consideration will be paid in cash, which provides certainty and immediate liquidity to Cervus shareholders.
- Support from Major OEMs –
John Deere Canada ULC andPeterbilt Motors Company have provided consent to proceed with the change of control. - Fairness Opinion –
CIBC Capital Markets has provided the Special Committee and the Board with an opinion stating that, as of the date of such opinion, and based on and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by holders of Cervus shares pursuant to the Arrangement Agreement is fair, from a financial point of view, to such holders, other than Brandt (the "Fairness Opinion").
After considering, among other things, the recommendation of the Special Committee and its receipt of the Fairness Opinion, the Board (i) has unanimously determined that the Transaction is in the best interests of the Company and is fair to holders of Cervus shares (other than Brandt); and (ii) unanimously recommends that holders of Cervus shares vote in favour of the Transaction.
Transaction and Shareholder Meeting Details
The Transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act. Completion of the Transaction will be subject to shareholder approval by two-thirds of all votes cast at a special meeting of the Company's shareholders (the "Special Meeting"). Mr.
The completion of the Transaction is also subject to certain third party approvals, including from each of
Pursuant to the Arrangement Agreement, the Company has agreed not to declare or pay any common share dividends until the completion or termination of the Transaction.
Cervus expects to hold the Special Meeting of shareholders to consider the Transaction in
Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by the Company under its profile at www.sedar.com. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Board and how shareholders can participate in and vote at the Special Meeting will be provided in the management information circular for the Special Meeting which will also be filed at www.sedar.com. Shareholders are urged to read these and other relevant materials when they become available.
Advisors
About
Cervus is a leading equipment solutions provider to customers in agriculture, transportation, and industrial markets across
About the Brandt Group of Companies
The
Forward-Looking Information
Certain statements included in this press release may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "planned", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases which state that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur", "be achieved", or other similar expressions of future or conditional verbs.
More particularly and without limitation, this press release contains forward-looking statements and information regarding the anticipated benefits of the proposed Transaction, the anticipated timing of the Special Meeting and of the completion of the Transaction. Except as may be required by Canadian securities laws, the Company 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 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 the Company's expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, the Company cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits the Company will derive from them.
In respect of forward-looking statements and information concerning the anticipated benefits and timing of the completion of the proposed Transaction, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, third party OEM and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Transaction, and other expectations and assumptions concerning the proposed Transaction. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, third party OEM, court and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Transaction or the ability of the Board to consider and approve a superior proposal for the Company. Although the Company 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 proposed Transaction 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 proposed Transaction include, without limitation, the failure of the parties to obtain the necessary shareholder, third party OEM, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Transaction; 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 to consider and approve a superior proposal for the Company; and general economic conditions. Failure to obtain the necessary shareholder, third party OEM, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms or at all. In addition, if the Transaction is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Transaction and the dedication of substantial resources by the Company to the completion of the Transaction 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. Consequently, the Company cautions readers not to place undue reliance on the forward-looking statements and information contained in this press release. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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