CALGARY, April 21, 2020 /CNW/ - Strad Inc. ("Strad" or the "Company") (TSX: SDY) is pleased to announce that it has completed its previously announced going private, plan of arrangement transaction (the "Arrangement"). Pursuant to the Arrangement, 2238399 Alberta Ltd. ("AcquireCo") acquired all of the issued and outstanding class A shares ("Strad Shares") of Strad, other than those owned or controlled by the executive officers and certain directors and employees of Strad and their affiliates (the "Ongoing Shareholders") in exchange for CDN $2.39 in cash for each Strad Share.
Strad is also pleased to announce that financing for the Arrangement was provided by HSBC Bank Canada, ATB Financial, BDC Capital and Nicola Wealth.
It is anticipated that the Strad Shares will be delisted from trading on the Toronto Stock Exchange ("TSX") within two or three trading days following completion of the Arrangement subject to the TSX receiving all required information. It is also anticipated that Strad will cease to be a reporting issuer under applicable Canadian securities laws shortly thereafter.
Letters of Transmittal have been forwarded to registered shareholders of Strad to be utilized in order to exchange their Strad Shares for the cash consideration payable pursuant to the Arrangement. Additional copies may be obtained by contacting Strad or the depositary for the Arrangement, Computershare Investor Services Inc., by mail at P.O. Box 7021 31 Adelaide St E Toronto, Ontario M5C 3H2, Attention: Corporate Actions, by phone at 1-800-564-6253 (1-514-982-7555 outside North America) or by email at firstname.lastname@example.org. Holders of Strad Shares that do not hold their own name should contract their broker or other intermediary for assistance.
Pursuant to the Arrangement, the Ongoing Shareholders collectively exchanged 11,947,306 Strad Shares for the same number of shares of AcquireCo and now, collectively, beneficially own, indirectly through AcquireCo, 100% of the Strad Shares. A copy of the Early Warning Report will be filed on SEDAR at www.sedar.com with respect to the acquisition of Strad Shares pursuant to the Arrangement and will be available from the offices of the Company at 1200, 440 – 2ndAvenue S.W., Calgary, Alberta.
Peters & Co. Limited was retained by the Special Committee of the Board of Directors of Strad ("Special Committee") as its financial advisor.
Canaccord Genuity Corp. was retained by AcquireCo as its financial advisor.
Torys LLP was retained by the Special Committee as its legal advisor. Burnet, Duckworth & Palmer LLP was retained by Strad as its legal advisor. Borden Ladner Gervais LLP was retained by AcquireCo as its legal advisor.
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".
Certain information contained in this press release constitutes forward-looking information or statements including, without limitation, the expected timing for delisting of the Strad Shares from the TSX, timing of Strad to cease to be a reporting issuer under Canadian securities laws and timing of filing of an Early Warning Report by the Ongoing Shareholders in connection with closing of the Arrangement. By their very nature, forward-looking information and statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information and statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to vary materially from the forward-looking information or statements. Strad does not assume responsibility for the accuracy and completeness of the forward-looking information or statements and such information and statements should not be taken as guarantees of future outcomes. Subject to applicable securities laws, Strad does not undertake any obligation to revise these forward-looking information or statements to reflect subsequent events or circumstances. Furthermore, the forward-looking information contained in this press release is made as of the date of this document 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 required by applicable law. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement.