MONTREAL, CANADA--(Marketwired - May 28, 2015) - 9187669 Canada Inc., a company indirectly owned by Mr. Harry Hart and members of his immediate family, is pleased to announce that the conditions to its offer for all of the common shares of Hartco Inc. (TSX:HCI), 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 Inc. has taken up all Hartco shares validly deposited under the offer as of the expiry time of 5:00 p.m. (eastern time) today. 9187669 Canada Inc. 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 5:00 p.m. (eastern time) today, an aggregate of 4,733,364 Hartco "minority" shares were tendered to the offer, representing 87.84% 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% 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% 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 Inc. and its joint actors (including Mr. Hart), at least 66 2/3% 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 Security Holders in Special Transactions, calculated in both cases on a fully-diluted basis.
9187669 Canada Inc. also announces that it is extending the expiry date of the offer to 5:00 p.m. (eastern time) on June 8, 2015, in order 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 at
www.sedar.com. After the extension of the offer, 9187669 Canada Inc. will take up and pay for any Hartco shares validly tendered within three business days of any such tender.
As set out in the take-over bid circular dated April 23, 2015, if within 120 days after that date the offer has been accepted by Hartco shareholders holding not less than 90% of the outstanding common shares, excluding shares held at the date of the offer by or on behalf of 9187669 Canada Inc. or an "affiliate" or an "associate" thereof (as those terms are defined in the Canada Business Corporations Act), 9187669 Canada Inc. will, to the extent possible, acquire the remainder 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 Inc. 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 Inc. and Mr. Hart in connection with the offer.
This news release does not constitute an offer for or solicitation of Hartco shares in any jurisdiction. Any such solicitation would be made only by formal offer and only in those jurisdictions where 9187669 Canada Inc. may legally do so.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements may include, without limitation, statements regarding the take-over bid for the shares of Hartco and other statements that are not historical facts. Such statements are subject to assumptions, risks and uncertainties. Actual results or events may vary materially from expected results or events. In particular, the timing and completion of the "compulsory acquisition" referred to above are subject to certain conditions, and other risks and uncertainties. Accordingly, there can be no assurance that the "compulsory acquisition" will occur on the timetable or on the terms and conditions contemplated. 9187669 Canada Inc. does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.