Cervus Announces ISS and Glass Lewis Recommendation to Cervus Shareholders to Vote "FOR" Cervus' Plan of Arrangement.
Cervus Announces Receipt of No-Action Letter from the Commissioner of Competition
CALGARY, AB, Sept. 30, 2021 /CNW/ - Cervus Equipment Corporation (the "Company" or "Cervus") (TSX: CERV) is pleased to announce that each of Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), leading independent proxy advisory firms, have recommended that Cervus shareholders vote "FOR" the special resolution approving the previously announced plan of arrangement involving Cervus, Brandt Tractor Ltd. ("Brandt"), 13255026 Canada Ltd. (the "Purchaser") and Cervus shareholders under Section 192 of the Canada Business Corporations Act (the "Transaction") at the special meeting of Cervus shareholders to be held at 2:00 p.m. (Calgary time) on October 12, 2021 (the "Special Meeting") for the purpose of obtaining the requisite approval of Cervus shareholders for the Transaction. The Transaction provides for the acquisition by the Purchaser of all of the issued and outstanding Cervus shares, other than Cervus shares held by Brandt, for $19.50 per share in cash.
Cervus is also pleased to announce that the Commissioner of Competition has issued a "no-action letter" in respect of the Transaction, which confirms that the Commissioner of Competition does not intend to challenge the Transaction before the Competition Tribunal under the Competition Act. Receipt of this "no-action letter" satisfies the Competition Act approval condition to closing of the Transaction.
The completion of the Transaction is subject to approval by not less than two-thirds of the votes cast in person (virtually) or by proxy by Cervus shareholders at the Special Meeting, approval of the Court of Queen's Bench of Alberta, the receipt of certain third-party approvals and the satisfaction or waiver of other usual and customary conditions, as more fully described in the arrangement agreement among Brandt, the Purchaser and Cervus dated August 15, 2021 (the "Arrangement Agreement"). If all of the necessary conditions to the Transaction under the Arrangement Agreement are satisfied or waived in a timely manner, Cervus expects that the Transaction will become effective in mid-to-late October 2021.
For further details regarding the terms of the Arrangement Agreement and the Transaction, the background to the Transaction, the rationale for the recommendations made by the special committee of independent directors and the board of directors of Cervus (the "Board") and how Cervus shareholders can participate in and vote at the Special Meeting, please refer to the management information circular of Cervus dated September 10, 2021, a copy of which was filed by the Company under its profile at www.sedar.com on September 15, 2021.
About Cervus Equipment Corporation
Cervus is a leading equipment solutions provider to customers in agriculture, transportation, and industrial markets across Canada, Australia and New Zealand. Throughout our territories and across our diverse markets, Cervus dealerships are united by the sales and support of the market-leading equipment our customers depend on to grow their business. The Company operates 64 Cervus dealerships and is the authorized representative of leading Original Equipment Manufacturers including: John Deere agricultural equipment; Peterbilt transportation equipment; and Clark, Sellick, Doosan, JLG and Baumann material handling equipment. Cervus common shares are listed on the Toronto Stock Exchange and trade under the symbol "CERV".
Forward-Looking Information
Certain statements included in this press release may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "planned", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases which state that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur", "be achieved", or other similar expressions of future or conditional verbs.
More particularly and without limitation, this press release contains forward-looking statements and information regarding the holding and timing of, and matters to be considered at, the Special Meeting as well as with respect to voting at the Special Meeting, the satisfaction of the remaining conditions to closing of the Transaction and the timing of the closing of the Transaction. Forward-looking statements, by their nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from the Company's expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, the Company cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits the Company will derive from them.
In respect of forward-looking statements and information concerning the timing of the completion of the proposed Transaction, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, third party OEM and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Transaction, and other expectations and assumptions concerning the proposed Transaction. The anticipated dates indicated may change for a number of reasons, including the necessary court, third party OEM and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Transaction. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed Transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the proposed Transaction include, without limitation, the failure of the parties to obtain the necessary court, third party OEM and shareholder approvals or to otherwise satisfy the conditions for the completion of the Transaction; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve a superior proposal for the Company; and general economic conditions. Failure to obtain the necessary court, third party OEM, and shareholder approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms or at all. In addition, if the Transaction is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Transaction and the dedication of substantial resources by the Company to the completion of the Transaction could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Consequently, the Company cautions readers not to place undue reliance on the forward-looking statements and information contained in this press release. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
SOURCE Cervus Equipment Corporation
Angela Lekatsas, President and Chief Executive Officer, [email protected]; Catie Busch, Chief Financial Officer, [email protected]
Share this article