Strad Announces Receipt of Shareholder and Court Approvals for Going Private Transaction
Posted on Apr 21, 2020
CALGARY, April 20, 2020 /CNW/ – Strad Inc. (“Strad” or the “Company“) (TSX: SDY) is pleased to announce that, further to its February 23, 2020 press release, it has now received the requisite shareholder and court approvals for its previously announced going private, plan of arrangement transaction (the “Arrangement”). Pursuant to and subject to completion of the Arrangement, 2238399 Alberta Ltd. (“AcquireCo“) will acquire all of the issued and outstanding class A shares (the “Strad Shares“) of Strad, other than those held by the executive officers and certain directors and employees of Strad and their affiliates, in exchange for CDN $2.39 for each Strad Share held. Subject to satisfaction of remaining customary conditions and completion of the AcquireCo financings, closing of the Arrangement is currently anticipated to be completed on April 21, 2020.
The Arrangement was overwhelmingly approved by: (i) 99.99% of all of the Strad Shares that were voted at the meeting; and (ii) 99.99% of the Strad Shares that were voted at the meeting, after excluding those votes required to be excluded in determining minority approval under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and pursuant to the rules of the Toronto Stock Exchange.
Strad specializes in industrial matting and equipment rentals for projects of any size, from a network of branches across Canada and the United States. Strad aims to exceed customer expectations in many industrial sectors, including Pipeline, Oil and Gas, Transmission and Distribution as well as Construction.
Strad is headquartered in Calgary, Alberta, Canada. Strad is listed on the Toronto Stock Exchange under the trading symbol “SDY”.
Forward-Looking Statements and Cautionary Advisories
This Press Release may contain forward-looking statements including anticipated completion of the Arrangement and timing of various matters relating to the completion of the transactions contemplated by the arrangement agreement dated February 23, 2020 between Strad and AcquireCo, as amended (the “Arrangement Agreement”). These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual events to differ from those anticipated. These risks include, but are not limited to: risks inherent in the nature of the proposed Arrangement, including failure to realize the anticipated benefits thereof; incorrect assessment of the value of Strad and the Strad Shares; the potential impact of the novel corona virus (Covid 19) including, without limitation, on the anticipated timing of or closing of the Arrangement; that AcquireCo will be unable to obtain the financing required for the Arrangement; the failure to obtain any required third party approvals as may be required in connection with the Arrangement; and that any of the other conditions precedent to completion of the Arrangement will not be satisfied or waived (where permitted). In addition, if the Arrangement is not completed, and Strad continues as a publicly-traded entity, there are risks that the dedication of substantial resources of Strad to the completion of the Arrangement 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 an adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure of Strad to comply with the terms of the Arrangement Agreement may, in certain circumstances, result in it being required to pay a fee to AcquireCo, the result of which could have an adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. This Press Release also contains forward-looking information concerning the anticipated completion of the Arrangement and the anticipated timing thereof. Strad has provided these anticipated times in reliance on certain assumptions that it believes are reasonable, including AcquireCo’s continued commitment to complete the Arrangement, the satisfaction of and time necessary to satisfy the conditions to closing of the Arrangement. These dates may change for a number of reasons, including unforeseen delays, inability to secure necessary approvals in the time assumed or the need for additional time to satisfy the conditions to completion of the Arrangement. In addition, there are no assurances the Arrangement will be completed on the terms anticipated, or at all. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.
Forward looking statements in this Press Release include statements regarding the anticipated completion of the Financings (as defined in the Arrangement Agreement) required by AcquireCo to fund the Arrangement. The completion of the Financings, including the timing thereof, is based on a number of assumptions including, without limitation, the reliance of the special committee of independent members of the Board upon the representations, warranties and covenants provided by AcquireCo to Strad in respect of the Financings as contained in the Arrangement Agreement, the satisfaction of the conditions to completion of the Financings, as applicable, and that no events will occur that would trigger termination rights under the applicable Financing Agreements. While there is no financing condition in favour of AcquireCo contained in the Arrangement Agreement, there can be no assurances that AcquireCo will be able to complete the Financings required to fund the Arrangement in a timely fashion, or at all.
For a detailed description of the Risk Factors related to Strad and the Arrangement, see the Section entitled “Risk Factors” in the Information Circular of Strad filed on SEDAR. The forward-looking statements contained in this Press Release are made as of the date of this Press Release and Strad does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
For further information: Andy Pernal, President and Chief Executive Officer, (403) 775-9202, Email: email@example.com; Michael Donovan, Chief Financial Officer, (403) 775-9221, Email: firstname.lastname@example.org