Strad Inc. Announces Receipt of Interim Order, Mailing of Information Circular & Reconfirmation of Board Recommendations
Posted on Mar 23, 2020
CALGARY, March 23, 2020 /CNW/ – Strad Inc. (“Strad” or the “Company“) (TSX:SDY) is pleased to announce that it has received the interim order (the “Interim Order“) of the Court of Queen’s Bench of Alberta (the “Court“) in respect of the previously announced plan of arrangement involving Strad, 2238399 Alberta Ltd. (“AcquireCo”) and the shareholders of Strad (“Strad Shareholders“) under Section 193 of the Business Corporations Act (Alberta) (the “Arrangement“).
An information circular and proxy statement of Strad dated March 20, 2020 (the “Information Circular“) and related materials (the “Meeting Materials“), in respect of the special meeting of the Strad Shareholders, to be held at 8:30 a.m. Calgary time) on April 20, 2020 (the “Meeting”) for the purpose of obtaining the requisite approvals of Strad Shareholders for the Arrangement, will be mailed to Strad Shareholders in the upcoming days. As part of the Interim Order, Strad obtained relief from the Court to permit it to hold the Meeting by electronic means in its discretion. Strad remains committed to health and safety as an absolute priority and supports the containment strategy relating to the COVID-19 (novel coronavirus) virus implemented by the Province of Alberta and the Canadian federal government. Strad may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 outbreak. In the event it is not possible or advisable to hold the Meeting in person, Strad may announce alternative arrangements for the Meeting as promptly as practicable which may include holding the Meeting entirely by electronic means, webcast, telephone or other communication facilities. As always the Corporation encourages Strad Shareholders to vote their class A shares of Strad (“Strad Shares”) prior to the Meeting, following the instructions set out in the form of proxy or voting instruction form included with the Meeting Materials.
The Information Circular contains detailed information regarding the Arrangement which provides the acquisition by AcquireCo (an entity formed for the purposes of the Arrangement at the control and direction of Lyle Wood, a director of Strad, Andrew Pernal, President and Chief Executive Officer and a director of Strad, Michael Donovan, Chief Financial Officer of Strad and Shane Hopkie, Chief Operating Officer of Strad and certain other employees of Strad (collectively, the “Ongoing Shareholders“)) of all of the issued and outstanding Strad Shares held by Strad Shareholders (the “Public Shareholders“), other than Strad Shares owned or controlled by the Ongoing Shareholders, in exchange for $2.39 in cash for each Strad Share.
The Board of Directors of Strad (the “Board“), after consulting with its advisors and after careful consideration of, among other things, the unanimous recommendation of the special committee of independent members of the Board, have approved (with such directors who are Ongoing Shareholders abstaining) the Meeting Materials and unanimously determined that: (i) the Arrangement is fair, from a financial point of view, to the Public Shareholders; and (ii) the Arrangement is in the best interests of Strad; and (iii) Public Shareholders are recommended to vote in favour of the special resolution approving the Arrangement at the Meeting (the “Arrangement Resolution“).
Holders of approximately 38.3% of the outstanding Strad Shares (which include all of the directors and executive officers of Strad and their associates and affiliates and certain other principal Public Shareholders) have entered into support agreements with AcquireCo pursuant to which they have agreed, on the terms and conditions specified therein, to vote all of their Strad Shares in favour of the Arrangement Resolution. Public Shareholders have verbally expressed continued support for the Arrangement and Strad’s largest shareholder Ewing Morris & Co. Investment Partners Limited entered into a support agreement subsequent to announcement of the Arrangement on February 23, 2020.
Subject to receipt of the requisite approvals of the Strad Shareholders and the final approval of the Arrangement by the Court, and subject to the satisfaction or waiver of the other conditions to completion of the Arrangement, the Arrangement is currently anticipated to be completed on or about April 20, 2020.
For further details regarding the Arrangement please refer to the Information Circular, a copy of which is available under the corporate profile of Strad on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
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“), including the Meeting in respect of the Arrangement and the dissemination of the Information Circular and the Meeting Materials. 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 the Meeting or closing of the Arrangement; that AcquireCo will be unable to obtain the financing required for the Arrangement; the failure to obtain the required shareholder, court and other 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 Relapse 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 timing of receipt of necessary regulatory, shareholder and court approvals and the satisfaction of and time necessary to satisfy the conditions to closing of the Arrangement (including timing of the Meeting and de-listing of the Strad Shares). These dates may change for a number of reasons, including unforeseen delays, inability to secure necessary regulatory or court 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.
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;