Parrish & Heimbecker, Limited Announces Take-up of Over 58% of Thirdcoast Limited's Common Shares and Resulting Ownership of Approximately 87% of all Common Shares and Extends Offer Until July 19, 2012
WINNIPEG, July 5, 2012 /CNW/ - Parrish & Heimbecker, Limited ("P&H") announces today that it has been successful in its bid to acquire Thirdcoast Limited ("Thirdcoast") common shares under its offer dated May 31, 2012 (the "Offer") by which P&H has offered to acquire any and all of the issued and outstanding Thirdcoast common shares not presently owned by it for cash consideration of $155.00 per common share. All of the conditions to the Offer were satisfied and the 181,416 common shares of Thirdcoast that were validly deposited at the original expiry time of the Offer have been taken up and will be paid for in accordance with the Offer. As a result of taking up shares under the Offer, P&H currently owns approximately 87% of the issued and outstanding Thirdcoast common shares.
P&H also announces today that it has extended the Offer until 5:00 p.m. (Toronto time) on July 19, 2012 to enable Thirdcoast shareholders who have not yet tendered their shares to accept the Offer. A notice of extension will be mailed to Thirdcoast shareholders and filed with the applicable securities regulatory authorities.
The Ontario Securities Commission ("OSC") issued a cease trade order on July 4, 2012 in connection with Thirdcoast's shareholder rights plan (the "Rights Plan"). Accordingly, the Rights Plan is no longer an impediment to P&H taking up Thirdcoast shares tendered to the Offer.
Instructions for Tendering Shares:
Thirdcoast shareholders who have not yet tendered their common shares may tender their shares to the Offer by returning the letter of transmittal (printed on YELLOW paper) enclosed with the Offer materials mailed to them, together with certificate(s) representing the common shares of Thirdcoast (valid share certificates in the name of Goderich Elevators Limited will also be accepted), to Olympia Transfer Services Inc. in accordance with the rules and instructions set forth in the letter of transmittal accompanying the Offer materials.
Shareholders whose common shares are registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee, should contact such nominee immediately for assistance on how to deposit common shares under the P&H Offer.
Thirdcoast shareholders may also obtain a free copy of the Offer documents online at www.sedar.com.
Forward-Looking Statements
This release includes forward-looking statements regarding P&H, Thirdcoast and their respective businesses. The forward looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of known and unknown risk factors and uncertainties affecting P&H, Thirdcoast and their respective businesses. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and P&H does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
About P&H
Winnipeg, Manitoba-based Parrish & Heimbecker, Limited is a 103 year old privately held Canadian company with grain elevators, terminals and flour mills across Canada. P&H has grown into a diversified, vertically integrated company that is committed to agribusiness and the entire agri-food industry. The P&H group of companies covers a wide spectrum of the agribusiness sector, mirroring very closely the diverse face of Canadian agriculture. P&H is actively growing and adapting to meet changing demands of the consumer. For more information, visit http://www.parrishandheimbecker.com.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Thirdcoast. Such an offer may only be made pursuant to an offer and takeover Bid circular filed with applicable securities regulatory authorities. THIRDCOAST SHAREHOLDERS SHOULD READ THE BID DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE BID.
For information in respect of the Offer or how to tender your common shares please contact:
Information Agent:
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184
Email: [email protected]
Banks and Brokers and collect calls outside North America
1-416-637-4661
Depositary:
Olympia Transfer Services Inc.
Telephone (Local) 416-364-8081
North American Toll Free: 866-887-2984
Email: [email protected]
Facsimile: 416-364-1827
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