Investors in Novik Inc (TSXV: NVK) have approved the company’s acquisition by U.S. private equity firm Clearview Capital for about $45 million. The previously announced transaction was approved by close to 78 percent of all Novik shareholders present or represented by proxy at a meeting held this week. The company expects that the deal’s closing will occur on February 14, 2014. The Saint-Augustin-de-Desmaures, Québec-based Novik is a manufacturer of polymer exterior siding, roofing coverings and accessories.
Novik Shareholders approve arrangement with Clearview Capital
QUÉBEC CITY, Feb. 10, 2014 /CNW Telbec/ – Novik Inc. (“Novik”) (TSXV: NVK) is pleased to annouce that its holders of common shares (the “Shareholders”) have approved, during today’s special meeting of Shareholders (the “Meeting”), the resolution authorizing the previously announced plan of arrangement (the “Transaction”) involving Novik, Clearview Capital Fund III, LP (“Clearview”) and 9293-3985 Québec Inc. (the “Purchaser”).
The Transaction resolution required the approval of 66 2/3% of the votes cast by Shareholders present in person or represented by proxy at the Meeting. Shareholders representing 88.89% of all issued and outstanding common shares of Novik (the “Shares”) were present or represented by proxy at the Meeting. The Transaction resolution was approved by 77.90% of the Shareholders present in person or represented by proxy at the Meeting.
Under the Transaction, the Purchaser will acquire all of the issued and outstanding Shares for a cash consideration of $0.85 per Share, all as more particularly described in Novik’s management information circular dated January 10, 2014 (the “Circular”). In addition, holders of options will receive a cash payment equal to the difference between $0.85 and the exercise price of each option.
Completion of the Transaction remains subject to, among other things, the final approval of the Superior Court of Québec. The hearing for the final court order to approve the Transaction is scheduled to take place on February 12, 2014 in Québec City. Assuming that all closing conditions are met, Novik currently anticipates the closing of the Transaction to occur on February 14, 2014 (the “Effective Date”). The Shares are expected to be delisted from the TSX Venture Exchange promptly following the Effective Date. Following completion of the Transaction, Novik will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
Further details regarding the Transaction are set out in the Circular, copy of which is available under the corporate profile of Novik on SEDAR at www.sedar.com.
PricewaterhouseCoopers Corporate Finance Inc. is acting as financial advisor and McCarthy Tétrault LLP is acting as legal advisor to Novik. Blake, Cassels & Graydon LLP is acting as legal advisor to Clearview.
Novik (NVK) is a leader in the design, manufacture and distribution of innovative polymer exterior siding, roofing coverings and accessories that replace traditional materials such as stone, brick or wood shingles. These products target the world-wide residential and commercial construction industry.
Clearview Capital, LLC is a private investment firm based in Old Greenwich, CT that invests in and develops mid-sized, North American companies in partnership with management. The firm has a long history of assisting strong management teams in the execution of their growth strategies. Clearview Capital LLC has formed Clearview, an institutionally‐backed private equity fund focused primarily on the acquisition and development of high-potential manufacturing and service businesses located in the United States and Canada.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking information, as such term is defined in applicable securities laws. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate and similar expressions, or are those which, by their nature, refer to future events. Forward-looking information includes, without limitation, the outcome of the proposed Transaction and other similar information concerning anticipated future events, conditions or results that are not historical facts. This press release also contains forward-looking statements and information concerning the anticipated timing and completion of the Transaction. Novik provided these anticipated times in reliance on certain assumptions that it believes are reasonable at this time, including the timing of receipt of the necessary regulatory and court approvals, and the satisfaction of and time necessary to satisfy the conditions to the closing of the Transaction. These dates may change for a number of reasons, including inability to secure necessary
regulatory or court approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Transaction. In addition, the Transaction is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions may result in the termination of the definitive Transaction agreement and the Transaction may not be completed. Readers are cautioned that the foregoing list of factors is not exhaustive. Novik cautions readers that all forward-looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Novik’s control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news
release and Novik assumes no obligation to update or alter any forward-looking information unless required by applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Novik Inc.
For further information:
Chairman of the Board and President and Chief Executive Officer
Tel. : (418) 878-6161
E-mail : firstname.lastname@example.org
EVP & General Manager and Interim Chief Financial Officer
Tel. : (418) 878-6161
E-mail : email@example.com
Clearview Capital LLC
James G. Andersen Co-Founder & Co-Managing Partner
1445 East Putnam Ave.
Old Greenwich, Connecticut
Tel.: (203) 698-2777
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