PRT Growing Services, Ltd., a Vancouver-based producer of container-grown forest seedlings, has agreed to be taken into private ownership by Mill Road Captial for C$45.6 million. This is the US-based Mill Road’s first acquisition of a Canadian firm since it bought Cossette Inc. of Quebec City in 2009.
PRT Growing Services Ltd. Agrees to $4.45 Per Common Share Acquisition Proposal From Mill Road Capital, L.P.
VANCOUVER, BRITISH COLUMBIA–(Marketwire – Nov. 2, 2012)
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PRT Growing Services Ltd. (TSX:PRT) (“PRT” or the “Corporation”) and Mill Road Capital, L.P. (“Mill Road”) have entered into a definitive agreement (the “Agreement”) pursuant to which an entity controlled by Mill Road will acquire all of the issued and outstanding common shares of PRT for $4.45 in cash in respect of each common share.
The transaction represents a premium of 27.1% to PRT’s closing trading price of $3.50 on the TSX on November 1, 2012, a 26.5% premium based on the volume weighted average trading price of PRT shares on the TSX for the 20 prior trading days and a 34.2% premium based on the volume weighted average trading price for the 90 prior trading days. The proposed transaction values PRT at approximately $45.6 million on a fully diluted in the money basis.
PRT Chairman, Robert Withers commented: “With evidence of a sustained recovery from the recession and considering the changes to the Income Tax Act regarding income trusts, as previously announced, the Board decided to review the Corporation’s strategic alternatives earlier this year in order to maximize shareholder value and liquidity. One of those alternatives was to determine whether obtaining an offer to shareholders for a sale of the Corporation was suitable for shareholders to consider. After broadly marketing the Corporation to both industry and sophisticated financial buyers, we believe that an offer to shareholders at a price that provides compelling value, certainty and liquidity to our shareholders while strengthening PRT’s future growth prospects is the right approach. Our directors unanimously believe this is the best way to maximize value while providing the Corporation with partners who share our commitment to customers, employees and the markets we serve.”
A meeting of shareholders of PRT will be held on or about December 12, 2012 to consider, and if deemed appropriate, to approve the transaction.
After careful consideration of the alternatives, including a unanimous recommendation from the Special Committee and advice from the Corporation’s financial and legal advisors, the Board of Directors of PRT unanimously recommends that shareholders vote in favour of the proposed transaction.
“After 24 years of operation, I am very proud of our achievements. We have recovered from the recession exceptionally well, we have grown to become the largest company of its kind in North America and we plan to continue to operate and improve our business the way we always have. Partnering with Mill Road as a private company will allow us to do this more efficiently,” said Robert Miller, Chief Executive Officer of PRT.
William H. Ketcham of Serafin Investments, an investor with extensive experience in the forest products industry, is investing as a minority shareholder alongside Mill Road in this transaction. Mr. Ketcham commented: “I am very happy to have the chance to invest in one of British Columbia’s leading companies supporting the forest products industry, and to work again with members of Mill Road. PRT has a long and distinguished history of providing top quality seedlings to forest products companies, government and individuals in British Columbia and North America, and is well-positioned to continue its growth and leadership in their industry. PRT management has done a tremendous job of building the company, and weathering this recent recession, and the company has a very bright future as a private company.”
The proposed transaction will be carried out by way of a court-approved plan of arrangement, the implementation of which will be subject to approval by at least two-thirds of the votes cast at a special shareholders meeting of PRT shareholders, followed by application to the Supreme Court of British Columbia for approval. The proposed transaction is also subject to a number of other customary conditions. If approved, the transaction is expected to close around the middle of December, 2012. Under certain specified circumstances, such as where PRT enters into a definitive agreement with respect to a superior proposal, a termination fee of $2.6 million is payable by PRT to Mill Road.
Capital West Partners is acting as exclusive financial advisor to PRT and provided the Special Committee and Board of Directors with an opinion that the consideration to be received by PRT shareholders pursuant to the proposed transaction is fair, from a financial point of view, to PRT shareholders. Farris, Vaughan, Wills & Murphy LLP is acting as legal counsel to PRT.
The terms and conditions of the proposed transaction will be summarized in PRT’s management information circular, which is expected to be filed and mailed to shareholders of PRT by mid-November 2012. Copies of the Agreement and certain related documents will be filed with Canadian securities regulators and will be available on the SEDAR website at www.sedar.com. The management information circular will also be available at www.sedar.com. Shareholders are urged to read the information circular once it is available.
Shareholders who require assistance with regard to the offer are asked to consult their financial, legal or other professional advisor. For questions regarding the procedures for voting or completing transmittal documentation, shareholders are asked to please contact Valiant Trust Company, Suite 600 – 750 Cambie Street, Vancouver, B.C., V6B 2P2 (toll-free: 1-866-313-1872).
About PRT Growing Services Ltd.
PRT Growing Services Ltd. is a seedling propagator and the largest producer of container grown forest seedlings in North America, currently operating 13 nursery locations expected to produce over 160 million seedlings in 2012.
About Mill Road Capital, L.P.
Mill Road Capital is a private investment firm focused on investing in and partnering with outstanding publicly traded micro-cap companies in the U.S. and Canada. The firm has flexible, long-term capital with the ability to purchase shares in the open market, buy large block positions from existing shareholders, provide capital for growth or acquisition opportunities, or execute going-private transactions. Mill Road’s limited partners include a prominent and highly respected group of state and corporate pension funds, foundations, endowments and insurance companies. The firm currently has approximately $400 million of committed equity capital. More information can be found at http://www.millroadcapital.com.
This news release contains forward-looking statements, including statements relating to the acquisition of PRT. All forward-looking statements are based on management’s beliefs and assumptions based on information available at the time the assumption was made and on its experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Management of PRT believes the expectations reflected in such statements are reasonable but no assurance is given that such expectations will be correct as forward-looking information is subject to various risks and uncertainties that are known and unknown, including those material risks discussed in PRT’s MD&A and in its Annual Information Form. In particular, but without limitation, there are no assurances that the conditions to closing the proposed transaction will be satisfied or that of the acquisition of PRT by Mill Road will be completed.
Forward-looking statements are based on current expectations and PRT Growing Services Ltd. assumes no obligation to update such information to reflect later events or developments, except as required by law.
For additional information on these and other factors, see PRT’s public filings on www.sedar.com.
PRT Growing Services Ltd.
(866) 553-8733 ext. 229