MONTREAL, Nov. 10, 2014 /CNW Telbec/ - GLV Inc. ("GLV") (TSX: GLV.A & GLV.B) today announced that, in accordance with the terms of the share purchase agreement entered into on September 24, 2014 (the "Share Purchase Agreement") providing for the sale (the "Sale Transaction") of its Pulp & Paper Division (the "Division") to 9027173 Canada Inc. (the "9027173"), a corporation owned by Richard Verreault, the President and Chief Executive Officer of GLV and Laurent Verreault, the Executive Chairman of the Board of GLV (9027173 and Messrs. Verreault collectively referred to as the "Verreault Family"), the 45-day go-shop period (the "Go-shop Period") during which GLV was permitted to solicit proposals for the Division which are superior to the proposal made by the Verreault Family, expired on November 7, 2014 at 11:59 p.m. (Montreal time).
During the Go-shop Period which was initiated by GLV, National Bank Financial Inc., GLV's financial advisor, contacted 25 third parties of which nine third parties entered into a confidentiality and standstill agreement with GLV, and received confidential information. The go-shop process did not result in a superior proposal for the Division.
Following the go-shop process, the Verreault Family accepted, at the request of the independent committee of the board of directors of GLV, to increase the purchase price payable under the proposed Sale Transaction from $65 million to $67 million and executed on November 9th an amendment to the Share Purchase Agreement. As a result, upon closing, GLV will receive $62 million in cash, transfer a debt of $2 million to the Verreault Family and receive a balance of sale of $3 million payable over the next 42 months. All other terms and conditions remain substantially similar to those set out in the Share Purchase Agreement as described in the management information circular mailed to GLV shareholders on October 21, 2014 and available on www.sedar.com. GLV does not intend to deliver a supplemental management information circular to shareholders in respect of the amendment to the Share Purchase Agreement.
"Following discussions with institutional arm's length investors, we are confident that the Sale Transaction will be supported by shareholders and will receive the required level of approval", said Marc Courtois, Chairman of the independent committee of the Board.
The special meeting of shareholders of GLV (the "Special Meeting") to consider the proposed Sale Transaction and the change of name of the company from GLV Inc. to Ovivo Inc., will be held at the Hotel Omni Mont-Royal, La Galerie, 1050 Sherbrooke St. West, Montreal, Québec H3A 2R6 on November 14, 2014 at 10:30 a.m. Montreal time. The record date for voting at the Meeting is October 14, 2014.
Why are we proceeding with this Sale Transaction?
The Board of Directors of GLV had been considering the sale of the P & P Division since 2010 in order to redeploy the proceeds into its water treatment division ("Ovivo") higher long-term growth opportunities. As Ovivo is a worldwide leader in water treatment products and solutions within a growing global market, the Sale Transaction is premised on the following rationale:
- Creates a leading pure water treatment company – allowing Ovivo to focus on its core competency of water treatment products & solutions
- Strengthens Ovivo's balance sheet – the sale of the P & P Division will result in net cash proceeds of approximately $62M with a net debt position estimated to be $8M at closing in November 2014. In addition, a credit facility of $140M of which $60M will be available for general corporate purposes and $80M will be available for letters of credit
- Positions Ovivo for future growth – significant liquidities available to fund organic growth objectives, product development and acquisitions
The Board of directors of GLV Inc. unanimously recommends (Richard Verreault and Laurent Verreault, being related parties, abstained from voting) that GLV shareholders vote FOR the Sale Transaction and the Change of Name to be considered at the Special Meeting of GLV shareholders.
The management information circular and related meeting materials for the Special Meeting were mailed to shareholders and are also available on SEDAR (www.sedar.com).
Regardless of the number of GLV shares you own, it is important that you vote. GLV does not intend to mail new proxy forms, and does not expect intermediaries to mail new voting instruction forms, to shareholders for use in connection with the Special Meeting. Instead, the form of proxy and voting instruction forms previously mailed to shareholders will continue to be used for the Special Meeting. The deadline for the deposit of proxies for use at the Special Meeting remains 5:00 p.m. (Montreal time) on November 12, 2014. Voting instructions forms have to be submitted earlier than the forms of proxy. Shareholders who have already properly completed and deposited a proxy or submitted a voting instruction form do not have to take any further action to vote their securities, unless they wish to change their voting instructions. Shareholders who have completed and deposited a form of proxy or submitted a voting instruction form but wish to change their voting instructions should contact Kingsdale Shareholder Services at 1-866-581-0508 or email [email protected] for assistance in doing so.
How to Vote
GLV shareholders are urged to vote today using the methods set forth below. Shareholders who have any questions or need assistance completing their proxy or voting instruction form, may call Kingsdale Shareholder Services at 1-866-581-0508 or email [email protected].
Registered Shareholders
| In Person |
Attend the meeting and register with the transfer agent, Computershare, upon your arrival. Do not fill out and return your form of proxy if you intend to vote in person at the meeting.
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| Phone |
1.866.732.8683 (toll-free in North America) and enter the 15-digit control number printed on the form. Follow the interactive voice recording instructions to submit your vote.
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| Fax |
416.263.9524 or 1.866.249.7775 (toll-free in North America)
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Enter voting instructions, sign the proxy form and send your completed form of proxy to:
Computershare Investor Services Attention: Proxy Department 100 University Avenue, Toronto Ontario M5J 2Y1
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| Internet |
Go to www.investorvote.com. Enter the 15-digit control number printed on the form and follow the instructions on screen.
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| Questions? |
Call Kingsdale at 866.581.0508 (toll free within North America) or 416.867.2272 (collect call outside North America)
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Non-Registered Shareholders
Shareholders who hold their shares through a broker or other intermediary are encouraged to provide their voting instructions as specified in the voting instruction form they received directly from GLV along with the management information circular or if they received a voting instruction form from their broker or other intermediary, in accordance with the instructions contained therein.
Forward-Looking Statements
Certain statements in this press release and other public communications regarding management's objectives, projections, estimates, expectations or forecasts may constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are recognized by the use of terms such as "forecast," "project," "could," "plan," "aim," "estimate", "expect" and other similar terms, possibly used in the future or conditional, particularly with regard to certain assumptions. The management of GLV would like to point out that forward looking statements involve a number of uncertainties and known and unknown risks such that the actual and future results of GLV could differ considerably from those stated. There can be no assurance as to the materialization of the results, performance or achievements as expressed in or underlying the forward-looking statements, including as to the result of the vote to be held at the Special Meeting. The forward-looking statements included in this press release were made as of the date hereof, and unless required to do so pursuant to applicable securities legislation, management of GLV assumes no obligation to update them.
Information about the risk factors to which GLV Inc. is exposed is provided under Section 11, "Risks and Uncertainties" in the management's discussion and analysis for the fiscal year ended March 31, 2014 and in the management proxy circular for the Transaction available on SEDAR (www.sedar.com) and the Corporation's website (www.glv.com).
About GLV Inc.
GLV is made up of international companies operating primarily in the water treatment (Ovivo) and pulp and paper (GL&V Pulp and Paper) industries that offer comprehensive technological solutions as well as services and equipment tailored to specific client needs. GLV Group's business units operate in more than 25 countries and have approximately 1,680 employees. GLV Inc. is a public company whose shares trade on the Toronto Stock Exchange under the ticker symbols GLV.A and GLV.B.
SOURCE: GLV Inc.
Marc Barbeau, President Ovivo, Executive Vice President, GLV Inc., Tel: + 1 514 284?4238; François Dufresne, Chief Financial Officer, Tel.: + 1 514 842?7236, [email protected]; Kingsdale Shareholder Services, Tel.: + 1 866 5810508 (toll-free), [email protected]
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