BIOX Enters Into Arrangement Agreement for Going Private Transaction With Its Principal Shareholder Group and Amends Bridge Note
TSX symbol: BX
TORONTO, July 5, 2017 /CNW/ - BIOX Corporation ("BIOX" or the "Company") (TSX: BX), a renewable energy company that owns and operates biodiesel production facilities, today announced that the Company has signed a definitive arrangement agreement (the "Arrangement Agreement") in connection with the previously announced proposed acquisition by FP Resources Limited and CFFI Ventures Inc. (collectively, the "Acquiror Group") through 10293547 Canada Limited (the "Purchaser"), a wholly-owned indirect subsidiary of CFFI Ventures, of all of the outstanding common shares of the Company (the "Shares") not already owned by the Acquiror Group. Pursuant to the Arrangement Agreement, the Shares would be acquired for cash consideration of $1.23 per Share (the "Consideration") through a court approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). The acquisition of such Shares is expected to exclude those Shares of the Company which may be exchanged by certain shareholders of the Company (the "Rollover Shareholders") for shares in the capital of the Purchaser pursuant to rollover agreements (the "Rollover Agreements") to be executed by such shareholders with the Purchaser.
The purchase price represents an approximate 105% premium over the last trading price of the Shares on the Toronto Stock Exchange (the "Exchange") on May 15, 2017 (immediately prior to the initial announcement of the offer), and an approximate 82% premium over the 20 trading day volume-weighted average share price prior to the initial announcement.
Upon completion of the Arrangement, all of the Company's outstanding options will be deemed to be vested, transferred to the Purchaser and cancelled, and all outstanding warrants (except those held by the Acquiror Group) will be deemed to be exercised and the underlying Shares transferred to the Purchaser, with the holders entitled to receive a cash amount equal to the amount by which the Consideration exceeds the exercise price of such options and warrants, if any. All payments are subject to applicable withholding taxes, if any.
The Company formed a special committee (the "Special Committee") comprised of independent directors to review and assess the proposed transaction. The Special Committee engaged Blair Franklin Capital Partners Inc. ("Blair Franklin") as an independent financial advisor to provide to the Special Committee a formal valuation as required under Multilateral Instrument 61-101 – Protection of Minority Securityholders In Special Transactions ("MI 61-101"). Blair Franklin also provided an opinion to the Special Committee to the effect that, as of the date of the opinion and based upon and subject to the assumptions, limitations, restrictions and qualifications therein, the consideration to be paid to the shareholders (other than the Acquiror Group and the Rollover Shareholders) (the "Minority Shareholders") pursuant to the Arrangement is fair, from a financial point of view, to the Minority Shareholders. The full text of the valuation and fairness opinion will be contained in the Company's information circular to be provided to shareholders of the Company in connection with the Meeting (as defined below).
Based on the unanimous recommendation of the Special Committee, among other things, the Board of Directors of the Company has, with interested directors abstaining: (i) determined that the Arrangement is fair to the Minority Shareholders and that the Arrangement is in the best interests of the Company; and (ii) recommended that shareholders vote in favour of the Arrangement. The Company intends to call a special meeting of its shareholders to be held on or about September 7, 2017 (the "Meeting") to seek approval for the Arrangement. Completion of the Arrangement is subject to, among other things, customary conditions, including approval of a special resolution with respect to the Arrangement by (i) at least 66⅔% of the votes cast by shareholders of the Company present in person or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting (excluding shareholders whose votes are required to be excluded pursuant to MI 61-101), and the receipt of approval of the Superior Court of Justice of Ontario (Commercial List) with respect to the Plan of Arrangement. The Arrangement is not subject to a financing condition. The Acquiror Group, the Purchaser and their affiliates collectively hold approximately 34.60% of the outstanding Shares (calculated on a non-diluted basis). Certain directors and shareholders of the Company, who together hold an aggregate of approximately 11.42% of the issued and outstanding Shares (calculated on a non-diluted basis), are expected to enter into a lock-up agreement with the Purchaser and the Acquiror Group pursuant to which they will agree to vote their Shares in favour of the Arrangement at the Meeting.
The Arrangement Agreement includes customary deal protection provisions, including non-solicitation provisions in favour of the Purchaser, subject to customary "fiduciary out" provisions that entitle the Company to consider and accept a superior proposal and a right in favour of the Purchaser to match any superior proposal. The Arrangement Agreement also provides for a termination fee of $2,000,000 payable by the Company if the Arrangement Agreement is terminated in certain circumstances. Upon completion of the Arrangement, it is expected that the Company would be delisted from the Exchange and would cease to be a reporting issuer. The proposed Arrangement and related transactions will be more fully described in a management information circular and related proxy materials that will be distributed to shareholders and filed on SEDAR in advance of the Meeting in accordance with applicable corporate and securities laws. In accordance with the Arrangement Agreement, the closing of the transaction must occur by no later than October 31, 2017, subject to extension in accordance with the provisions of the Arrangement Agreement. Cormark Securities Inc. and McInnes Cooper are acting as financial and legal advisors, respectively, to the Acquiror Group and Purchaser. Wildeboer Dellelce LLP is acting as legal counsel to the Company and Torys LLP is acting as legal counsel to the Special Committee.
BIOX also announced that the secured bridge note held by CFFI Ventures Inc. in the original aggregate principal amount of US$5,221,546 issued on January 1, 2017 (the "Bridge Note"), as amended as of March 23, 2017 and May 15, 2017, was further amended today to increase the amount available to BIOX thereunder by up to an additional $3 million and to extend the maturity date thereof from September 30, 2017 to October 31, 2017. The Bridge Note extension is subject to regulatory approval.
Unless otherwise stated, all amounts in this news release are expressed in Canadian dollars.
About BIOX Corporation
BIOX is a renewable energy company that, owns and operates 287.5 million litres of nameplate biodiesel production capacity at plants located in Houston, Texas and two facilities in southern Ontario. BIOX has an innovative, proprietary and patented production process that is capable of producing the highest quality, renewable, clean burning and biodegradable biodiesel fuel utilizing a variety of feedstocks - from pure seed oils to animal fats to recovered vegetable oils with no change to the production process. BIOX's high quality biodiesel fuel meets North American (ASTM D-6751) quality standards.
Forward-looking Statements
This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations of management of BIOX regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied, and the timing for completing the Arrangement, as well as the Bridge Note and additional amounts available thereunder. The words "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavour", "project", "continue","predict", "potential", or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.
Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management's control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including approval by BIOX's shareholders and court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement, and failure to satisfy the conditions for additional drawdowns under the Bridge Note. Additional risks and uncertainties regarding BIOX are described in its publicly available disclosure documents, as filed by BIOX on SEDAR (www.sedar.com) except as updated herein.
This forward-looking information represents management's views as of the date of this press release. While subsequent events and developments may cause such views to change, BIOX does not intend to update this forward-looking information, except as required by applicable securities laws.
SOURCE BIOX Corporation
Alan Rickard, CEO, BIOX Corporation, 905-521-8205 ext. 253, [email protected]
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