03:43:02 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Hartco Inc
Symbol HCI
Shares Issued 13,222,104
Close 2015-05-28 C$ 3.41
Market Cap C$ 45,087,375
Recent Sedar Documents

Hartco suitor 9187669 Canada extends offer to June 8

2015-05-28 23:32 ET - News Release

Mr. Harry Hart reports

9187669 CANADA INC. SUCCESSFULLY COMPLETES AND EXTENDS OFFER FOR HARTCO INC.

The conditions to the offer by 9187669 Canada Inc., a company indirectly owned by Harry Hart and members of his immediate family, for all of the common shares of Hartco Inc., other than shares held directly or indirectly by Mr. Hart and by members of his immediate family, have been satisfied. As a result, 9187669 Canada has taken up all Hartco shares validly deposited under the offer as of the expiry time of 5 p.m. (Eastern Time) today. 9187669 Canada will pay the offer price of $3.40 for each of the deposited shares and acquire the shares on June 2, 2015, in accordance with applicable securities regulations. Mr. Hart is the founder, executive chairman and chief executive officer of Hartco.

As of the expiry time of 5 p.m. (Eastern Time) today, an aggregate of 4,733,364 Hartco minority shares were tendered to the offer, representing 87.84 per cent of Hartco's minority shares. Prior to the offer, Mr. Hart and members of his immediate family owned, directly or indirectly, or exercised control or direction over, an aggregate of 8,358,400 Hartco shares, representing 63.22 per cent of Hartco's then issued and outstanding shares. Following the offer, they own, or exercise control or direction over, an aggregate of 13,091,764 Hartco shares, representing 95.23 per cent of Hartco's 13,747,104 issued and outstanding shares.

The tendered shares are in excess of the minimum condition of the offer -- that is, such number of Hartco shares which represents: (i) together with shares held by 9187669 Canada and its joint actors (including Mr. Hart), at least 66-2/3 per cent of Hartco's outstanding shares; and (ii) at least a majority of the outstanding Hartco shares, the votes of which would be included in any minority approval of a subsequent acquisition transaction pursuant to Multilateral Instrument 61-101 (protection of minority securityholders in special transactions), calculated in both cases on a fully diluted basis.

9187669 Canada also announces that it is extending the expiry date of the offer to 5 p.m. (Eastern Time) on June 8, 2015, to allow Hartco shareholders who have not yet accepted the offer an opportunity to do so. A formal notice of extension will be mailed to all Hartco shareholders shortly, and the notice of extension will be filed under Hartco's company profile on SEDAR. After the extension of the offer, 9187669 Canada will take up and pay for any Hartco shares validly tendered within three business days of any such tender.

As set out in the takeover bid circular dated April 23, 2015, if within 120 days after that date the offer has been accepted by Hartco shareholders holding not fewer than 90 per cent of the outstanding common shares, excluding shares held at the date of the offer by or on behalf of 9187669 Canada, an affiliate or an associate thereof (as those terms are defined in the Canada Business Corporations Act), 9187669 Canada will, to the extent possible, acquire the rest of the common shares from those shareholders who have not accepted the offer pursuant to the compulsory acquisition provisions of the Canada Business Corporations Act. If a compulsory acquisition is not available, 9187669 Canada will pursue other lawful means of acquiring the remaining common shares not tendered to the offer as soon as possible, whether by amalgamation, statutory arrangement or other similar transaction, provided that the consideration per share will be at least equivalent to, and in the same form as, the offer price of $3.40.

Fasken Martineau DuMoulin LLP is acting as legal counsel to 9187669 Canada and Mr. Hart in connection with the offer.

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