Shareholders of Manac Inc (TSX: MA) have approved the previously-announced acquisition of the company by Québec investors and the Dutil family. In August, Saint Georges, Québec-based Manac, a manufacturer of specialty trailers in North America, agreed to be taken private by a consortium that is made up of Marcel Dutil, the Caisse de dépôt et placement du Québec, Fonds de solidarité FTQ, Investissement Québec and Fonds Manufacturier Québécois. The deal, which is expected to close this month, values the business at $186 million.
Manac shareholders approve privatization by a group of Québec investors led by the Dutil family
SAINT-GEORGES, QC, Sept. 30, 2015 /CNW Telbec/ – Manac Inc. (TSX: MA) (“Manac” or the “Company”), a North American leader in the design and manufacture of specialty trailers, announced today that its holders of multiple voting shares and subordinate voting shares have approved the resolution authorizing the previously announced statutory arrangement under the Business Corporations Act (Québec) (the “Arrangement”) pursuant to which a consortium (the “Consortium”) composed of Placements CMI Inc. (“CMI”), Caisse de dépôt et placement du Québec (“CDPQ”), Fonds de solidarité FTQ (“FSTQ”), Investissement Québec and Fonds Manufacturier Québécois II s.e.c. will indirectly acquire all of the issued and outstanding multiple voting shares and subordinate voting shares for a cash consideration of $10.20 per share.
The Arrangement resolution required the approval of at least 662/3% of the votes cast by holders of multiple voting shares and subordinate voting shares present in person or represented by proxy at the special meeting of shareholders held earlier today (the “Special Meeting”), voting together as a single class, with each holder being entitled to one vote per share. Given that the proposed Arrangement constitutes a “business combination” under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions, it was also subject to the approval of (i) a majority of the votes cast by the holders of multiple voting shares (excluding CMI and LITUD Inc. (“LITUD”), a holding corporation controlled by Mr. Charles Dutil) present in person or represented by proxy at the Special Meeting, and (ii) a majority of the votes cast by the holders of subordinate voting shares (excluding CDPQ and FSTQ) present in person or represented by proxy at the Special Meeting, each voting as a separate class.
The Arrangement resolution was approved by 99.995% of the votes cast by holders of multiple voting shares and subordinate voting shares present in person or represented by proxy at the Special Meeting, voting together as a single class, with each holder being entitled to one vote per share, and by (i) 100% of the votes cast by the holders of multiple voting shares (excluding CMI and LITUD) present in person or represented by proxy at the Special Meeting, and (ii) 99.969% of the votes cast by the holders of subordinate voting shares (excluding CDPQ and FSTQ) present in person or represented by proxy at the Special Meeting, each voting as a separate class.
The implementation of the Arrangement is subject to approval by the Québec Superior Court at a final hearing which is scheduled to be held on October 5, 2015 at the Saint-Joseph-de-Beauce Courthouse at 10:30 a.m. (Montreal Time). It is currently anticipated that the Arrangement will be completed in October 2015, subject to, without limitation, approval by the Québec Superior Court as set forth above and the satisfaction or waiver of the other conditions precedent to the Arrangement. Further details regarding the Arrangement are set out in the management information circular dated August 28, 2015 which is available under the profile of Manac at www.sedar.com.
About Manac Inc.
Manac is the largest manufacturer of trailers in Canada and a leader in the manufacturing of specialty trailers in North America. Manac offers a wide range of vans, flatbeds and specialty trailers such as dumps, low beds, grain hoppers, chassis, chip and logging trailers, all of which are sold in Canada and the United States under the recognized brands Manac®, CPS®, Peerless®, Darkwing®, UltraPlate®, UltravanTM and Liddell Canada®. Manac services the heavy-duty trailer industry for the highway transportation, construction, energy, mining, forestry and agricultural sectors and manufactures its trailers in facilities located in Saint-Georges, QC, Penticton, BC as well as Oran and Kennett, MO.
Forward looking statements
Certain statements set forth in this press release may constitute forward-looking statements within the meaning of securities legislation. Positive or negative verbs such as “believe”, “could”, “should”, “intend”, “expect”, “estimate”, “assume” and other related expressions are used to identify such statements. These forward-looking statements include, but are not limited to, statements relating to Manac’s expectations with respect to the timing and outcome of the proposed Arrangement with the Consortium, court approval and the ability of the parties to the arrangement agreement to complete the Arrangement. There can be no assurance that the proposed Arrangement will be completed, or that it will be completed on the terms and conditions contemplated in this press release. The proposed Arrangement could be modified or terminated. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Manac, which could in turn also impact the completion of the Arrangement, are described in details in the reports filed from time to time by Manac with securities authorities in Canada.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Unless otherwise required by applicable securities laws, Manac disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking information in this news release is based on information available as of the date of the release.
For further information: Julie Demers, Director, Legal Affairs, Manac Inc., Email: firstname.lastname@example.org, Telephone: 418-228-2018
Photo courtesy of Manac Inc