お知らせ • Jul 11
Platinum Equity, LLC, Gilles Labbé, Martin Brassard entered into an arrangement agreement to acquire Héroux-Devtek Inc. (TSX: HRX) from Caisse de dépôt et placement du Québec, Gilles Labbé, Martin Brassard and others in an equity reinvestment transaction for CAD 1.1 billion.
Platinum Equity, LLC, Gilles Labbé, Martin Brassard entered into an arrangement agreement to acquire Héroux-Devtek Inc. (TSX: HRX) from Caisse de dépôt et placement du Québec, Gilles Labbé, Martin Brassard and others in an equity reinvestment transaction for CAD 1.1 billion on July 11, 2024. Platinum Equity will acquire all the issued and outstanding common shares of the Corporation, other than the shares to be rolled over by members of senior management of the Corporation (the "Rollover Shareholders"), for CAD 32.50 in cash per share, representing a total enterprise value of approximately CAD 1.35 billion, subject to customary closing conditions. As part of the Transaction, members of senior management of the Corporation, including Gilles Labbé, Executive Chairman of the Board, and Martin Brassard, President and Chief Executive Officer, will roll over a portion of their common shares of the Corporation in the Purchaser for an amount per share equal to the consideration received by the Corporation's shareholders. Following completion of the Transaction, the Corporation will become a privately held company and will apply to cease to be a reporting issuer under Canadian securities laws and the common shares will no longer be publicly traded on the Toronto Stock Exchange. The arrangement agreement contains non-solicitation covenants on the part of the Corporation, subject to the customary "fiduciary out" provisions. A termination fee of CAD 40 million would be payable by the Corporation to the Purchaser in certain circumstances, including in the context of a superior proposal supported by the Corporation. The Corporation would also be entitled to a reverse termination fee of CAD 63 million if the Transaction is not completed in certain circumstances. The arrangement agreement is the result of a review of strategic alternatives available to the Corporation that was led by a Special Committee comprised solely of independent directors of the Corporation. Héroux-Devtek's Board of Directors, having received the unanimous recommendation of the Special Committee, has unanimously determined (with interested directors abstaining from voting) that the Transaction is in the best interests of Héroux-Devtek and is fair to its shareholders (other than the Rollover Shareholders), and unanimously recommends that Héroux-Devtek's shareholders approve the Transaction. The Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Québec) and is expected to close before the end of the Corporation's current fiscal year ending March 31, 2025, subject to customary closing conditions, including the receipt of required shareholder approval, the approval of the Superior Court of Québec, and regulatory approvals and clearances in Canada, the United States, the United Kingdom and Spain. The Transaction is not subject to any financing condition. Required shareholder approval for the Transaction will consist of (i) at least 66 2/3% of the votes cast on the Transaction by holders of common shares at a special meeting of shareholders of the Corporation, and (ii) at least a majority of the votes cast on the Transaction by holders of common shares, excluding shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, at such meeting.
Each of National Bank Financial Inc. and Scotiabank, as financial advisors to the Corporation and the Special Committee, and Desjardins Capital Markets, retained to provide independent financial advisory services to the Special Committee, has provided a fairness opinion to the Board of Directors and the Special Committee. Fasken Martineau DuMoulin LLP and Hogan Lovells LLP are acting as legal advisors to the Corporation and to the Special Committee, and Stikeman Elliott LLP and Latham & Watkins LLP are acting as legal advisors to Platinum Equity. BMO Capital Markets is acting as financial advisor to Platinum Equity and as the lead arranger for the financing.