Canam Group Announces Receipt of Final Court Approval for Going-Private Transaction by a Group of Investors led by the Dutil Family
June 15, 2017
All amounts in this press release are in Canadian dollars unless otherwise specified.
(Saint-Georges, QC) — Canam Group Inc. (TSX: CAM) (“Canam” or the “Corporation”) announced today that the Québec Superior Court issued a final order approving the previously announced statutory arrangement under the Business Corporations Act (Québec) (the “Arrangement”) pursuant to which Canaveral Acquisition Inc. (the “Purchaser”), a company to be held by members of the Dutil family (the “Family Group”), American Industrial Partners, Caisse de dépôt et placement du Québec (“Caisse”) and Fonds de solidarité FTQ (“FSTQ” and, collectively with the Family Group and Caisse, the “Rollover Shareholders”), will acquire all of the issued and outstanding common shares of Canam (the “Shares”), except for the Shares to be contributed directly or indirectly by the Rollover Shareholders to the Purchaser (the “Rollover Shares”) in exchange for shares of the Purchaser, for a cash consideration of $12.30 per Share.
It is currently anticipated that the Arrangement will be completed near the end of June 2017, subject to satisfaction or waiver of certain conditions precedent to the Arrangement. Following completion of the Arrangement, it is anticipated that the Shares will be delisted from the Toronto Stock Exchange. The Corporation will also apply to cease to be a reporting issuer under applicable Canadian securities laws. Further details regarding the Arrangement are set out in the management information circular dated May 11, 2017 which is available under the profile of Canam at www.sedar.com.
About Canam Group Inc.
Canam specializes in designing integrated solutions and fabricating customized products for the North American construction industry. Each year, Canam takes part in an average of 10,000 building, structural steel and bridge projects, which can also include the supply of preconstruction, project management and erection services. The Corporation operates 23 plants across North America and employs over 4,650 people in Canada, the United States, Romania and India.
About American Industrial Partners
American Industrial Partners is an operationally oriented middle-market private equity firm that makes control investments in North American-based industrial businesses serving domestic and global markets. The firm has deep roots in the industrial economy and has been active in private equity investing since 1989. To date, American Industrial Partners has completed over 70 platform and add-on transactions and currently has US$4.1 billion of assets under management on behalf of leading pension, endowment and financial institutions. American Industrial Partners invests in all forms of corporate divestitures, management buyouts, recapitalizations, and going-private transactions of established businesses with leading market shares with revenues of between US$200 million to US$2 billion.
About Caisse de dépôt et placement du Québec
Caisse is a long-term institutional investor that manages funds primarily for public and parapublic pension and insurance plans. As at December 31, 2016, Caisse held $270.7 billion in net assets. As one of North America’s leading institutional fund managers, Caisse invests globally in major financial markets, private equity, infrastructure and real estate.
About Fonds de solidarité FTQ
The Fonds de solidarité FTQ is a development capital fund that channels the savings of Quebecers into investments. As at November 30, 2016, the organization had $12.2 billion in net assets, and through its current portfolio of investments has helped create and protect over 187,000 jobs. The Fonds is a partner in more than 2,600 companies and has nearly 618,000 shareholder-savers. For more information, visit fondsftq.com.
Caution Regarding Forward-looking Statements
This press release may contain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including statements regarding the prospects of the industry and prospects, plans, financial position and business strategy of Canam, may constitute forward-looking statements within the meaning of Canadian securities legislation and regulations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe” or “continue”, the negatives of these terms, variations of them and similar expressions. More particularly and without restriction, this press release contains forward-looking statements and information regarding the anticipated timing of the completion of the proposed transaction.
In respect of the forward-looking statements and information concerning the anticipated timing of the completion of the proposed transaction, Canam has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including the ability of the parties to satisfy, in a timely manner, the conditions to the completion of the transaction. The anticipated dates indicated may change for a number of reasons, including the necessity to extend the time limits for satisfying the conditions to the completion of the proposed transaction. Although Canam 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 satisfy the conditions to the completion of the transaction or the failure of the parties to satisfy such conditions in a timely manner. Failure of the parties to satisfy the conditions to 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 Canam continues as an independent entity, there are risks that the announcement of the proposed transaction and the dedication of substantial resources of the Corporation 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. Furthermore, the failure of Canam to comply with the terms of the arrangement agreement may, in certain circumstances, result in it being required to pay a fee to the Purchaser, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Consequently, the reader is cautioned not to place undue reliance on the forward-looking statements and information contained in this press release.
The forward-looking statements in this document reflect the Corporation’s expectations on the date hereof and are subject to change after that date. The Corporation expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.
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 Canam Shares.
Vice President, Communications
Canam Group Inc.
418-228-8031/ 418-225-1355 (mobile phone)