お知らせ • Apr 22
Frank Miles, Jeff Redmond and Kenneth Mastre’s estate completed the acquisition of remaining 70.2% stake in Macro Enterprises Inc. (TSXV:MCR) from Michael Nielsen, William McFetridge, Robert (Bob) L.Fedderly and others in a management buyout transaction.
Frank Miles, Jeff Redmond and Kenneth Mastre entered into a letter of intent to acquire remaining 70.2% stake in Macro Enterprises Inc. (TSXV:MCR) from Michael Nielsen, William McFetridge, Robert (Bob) L.Fedderly and others for CAD 88.4 million in a management buyout transaction on December 7, 2021. Frank Miles, Jeff Redmond and Kenneth Mastre entered into an arrangement agreement to acquire remaining 70.2% stake in Macro Enterprises Inc. from Michael Nielsen, William McFetridge, Robert (Bob) L.Fedderly and others in a management buyout transaction on February 14, 2022. Under the terms of the agreement, the buyers will acquire all of the remaining stake in Macro Enterprises that they currently do not own, for CAD 4 per share in cash. As announced on March 20, 2022, Kenneth Mastre, the former Vice-President, Pipelines of Macro Enterprises suddenly and unexpectedly passed away. As a result, Mastre would be removed as a party to the arrangement agreement. On April 1, 2022, the parties agreed to amend the terms of the arrangement agreement as per which Kenneth Mastre will no longer be a Participating Shareholder, Participating Class B Shareholder or a Participating Incentiveholder for purposes of the arrangement. Mastre’s estate will participate in the arrangement on the same terms as holders of shares in the outstanding capital of Macro. The buyers have obtained binding commitments for senior secured credit facilities from a syndicate of lenders and for a subordinated secured credit facility from another lender. Following completion of the Arrangement, Macro Enterprises will be de-listed from the TSX Venture Exchange (“TSXV”) and applications will be made for Macro to cease to be a reporting issuer.
The transaction is subject to TSX Venture Exchange approval, court approval, Macro shareholders’ approval and other customary closing conditions. The Special Committee has unanimously recommended, and the Macro Board, upon the recommendation of the Special Committee has unanimously determined that the arrangement is fair and unanimously recommends shareholders to vote in favor of the transaction. The Special Committee included Robert (Bob) L. Fedderly (Chair) and William McFetridge. In the aggregate, parties holding or controlling approximately 31.8% of the total number of issued and outstanding Macro Shares, 32.0% of the total number of issued and outstanding Macro Shares and Macro Options, 31.9% of the Macro Common Shares and 97.3% Macro Preferred Shares, have agreed to vote in favour of the arrangement resolution. On February 28, 2022, Macro was granted an interim order by the Supreme Court of British Columbia regarding the arrangement. The Interim Order authorizes Macro to proceed with various matters, including the holding of the meeting to consider and vote on the proposed arrangement. The transaction remains subject to approval of two-third of Macro Securityholders and the final approval of the arrangement by the Supreme Court of British Columbia, and subject to the satisfaction or waiver of the other conditions to completion of the arrangement. Macro Securityholders meeting to approve the arrangement will be held on April 4, 2022. The special meeting of the securityholders of Macro Enterprises held on April 4, 2022, approved the plan of arrangement. On April 6, 2022, Macro has obtained a final order from the Supreme Court of British Columbia approving the plan of arrangement. The transaction is expected to complete in April 2022. As of March 4, 2022, the arrangement is expected to close on or about April 8, 2022. As of April 6, 2022, the arrangement is expected to be completed in the coming weeks.
CIBC World Markets, Inc. acted as financial advisor and provided fairness opinion to the special committee of Macro. Kristopher Miks and Thomas J. Moran of Norton Rose Fulbright Canada LLP acted as legal advisor to Macro. Burnet, Duckworth & Palmer LLP acted as legal advisor to Special Committee of Macro. Deloitte & Touche LLP (Canada), Investment Banking Arm acted as financial advisor and fairness opinion provider to the Special Committee of Macro. Georald Ingborg and Sarah Gingrich of Fasken Martineau DuMoulin LLP acted as legal advisor and Cormark Securities Inc. acted as financial advisor to the buyers. Deanna Woo of Computershare Investor Services Inc. acted as registrar and transfer agent and Laurel Hill Advisory Group, LLC acted as proxy solicitor to Macro.
Frank Miles, Jeff Redmond and Kenneth Mastre’s estate completed the acquisition of remaining 70.2% stake in Macro Enterprises Inc. (TSXV:MCR) from Michael Nielsen, William McFetridge, Robert (Bob) L.Fedderly and others in a management buyout transaction on April 20, 2022. The Macro Enterprises common shares are expected to be delisted from the TSX Venture Exchange at the close of business on April 22, 2022. In addition, Macro intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.