Strongco Corporation and Nors, S.A. are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement“) pursuant to which Nors will acquire Strongco (the “Proposed Transaction“).
Under the terms of the Arrangement Agreement, Nors, through a wholly–owned subsidiary, will acquire all of the outstanding equity of Strongco for CAD$3.15 per share in cash (the “Consideration“) and results in a transaction value of approximately CAD$193 million (inclusive of Strongco‘s net interest bearing debt). The Consideration represents a premium of 75% to the closing price of the Strongco shares on the Toronto Stock Exchange on January 23, 2020 and a premium of 80% to the volume–weighted average trading price on such exchange for the 60 days ended on such date.
Robert Beutel, Executive Chairman of Strongco, commented: “As Strongco moves to enhance its product and service offerings in Canada we are pleased to become part of the Nors Group. Nors‘ international experience and capital foundation, in many of the same product lines on four continents, brings the know how and experience to elevate our potential to deliver leading edge quality to our growing customer base in an increasingly global environment. The Strongco board is confident that this represents a favourable outcome for all of our stakeholders.”
“In recent years, Strongco‘s management has done an excellent job of strengthening the company‘s capital structure, streamlining the business and reducing costs. As we welcome Strongco into the Nors family, we believe that Strongco will benefit from Nors‘ global presence and brand recognition, and from its long experience in the automotive and construction equipment industry.” added Tomás Jervell, Chief Executive Officer of Nors.
Additional Transaction Details
The Proposed Transaction is to be completed by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and is subject to customary closing conditions, including approval of 6633% of the votes cast by Strongco shareholders, voting together as one class, at a special meeting of Strongco. Completion of the Proposed Transaction is also subject to court, regulatory and stock exchange approval, as well as certain other closing conditions customary for transactions of this nature.
The Proposed Transaction has the unanimous support of the independent special committee of the Strongco board, as well as Strongco‘s full board, which have (i) determined, after receiving financial and legal advice, that the consideration to be received by Strongco‘s shareholders is fair from a financial point of view and that the Proposed Transaction is in the best interests of Strongco, and (ii) recommended the approval of the Proposed Transaction by Strongco‘s shareholders. In addition, all of the directors and officers of Strongco, as well as certain significant shareholders of Strongco, have entered into voting support agreements with Nors under which they will vote an aggregate of approximately 48% of Strongco‘s outstanding shares in favour of the Proposed Transaction.
Further details regarding the Proposed Transaction will be included in the proxy circular to be mailed to the Strongco shareholders in connection with the special meeting of Strongco. A copy of the Arrangement Agreement will be available under Strongco’s issuer profile on SEDAR at www.sedar.com.
Closing of the Proposed Transaction is expected to take place before the end of Q1 2020.
Dentons Canada LLP is serving as legal counsel and Crosbie & Company Inc. is serving as financial advisor to Strongco. Baker & McKenzie LLP is serving as legal counsel and PwC is serving as financial advisor to Nors.