공시 • Sep 06
AP IX Alpha Holdings (Lux) S.à r.l., managed by Apollo Global Management, Inc. (NYSE:APO), OCM Luxembourg OPPS XI S.à r.l. and OCM Luxembourg OPPS XB S.à.r.l., managed by Oaktree Capital Management, L.P. submitted a non-binding proposal to acquire remaining 6.6% stake in ABC Technologies Holdings Inc. (TSX:ABCT) from shareholders.
AP IX Alpha Holdings (Lux) S.à r.l., managed by Apollo Global Management, Inc. (NYSE:APO), OCM Luxembourg OPPS XI S.à r.l. and OCM Luxembourg OPPS XB S.à.r.l., managed by Oaktree Capital Management, L.P. submitted a non-binding proposal to acquire remaining 6.6% stake in ABC Technologies Holdings Inc. (TSX:ABCT) from shareholders on September 1, 2023. AP IX Alpha Holdings (Lux) S.à r.l., managed by Apollo Global Management, Inc. (NYSE:APO), OCM Luxembourg OPPS XI S.à r.l. and OCM Luxembourg OPPS XB S.à.r.l., managed by Oaktree Capital Management, L.P. submitted a non-binding proposal to acquire remaining 6.6% stake in ABC Technologies Holdings Inc. (TSX:ABCT) entered into a definitive arrangement agreement to acquire remaining 6.6% stake in ABC Technologies Holdings Inc. (TSX:ABCT) from shareholders for CAD 53.98 million on September 5, 2023. Under the terms of the Arrangement Agreement, the Purchasers will acquire the ABC Shares that they do not currently own for CAD 6.75 in cash per ABC Share (the “Consideration”). The Consideration represents a premium of approximately 31.8% to the 12-month volume weighted average trading price per ABC Share on the Toronto Stock Exchange (the “TSX”) as of September 1, 2023 (being the last trading day prior to the announcement of the Transaction), a premium of 12.5% to the closing price of the ABC Shares on the TSX as of such date, and a premium of approximately 18% to the 90-trading day volume weighted average trading price per ABC Share on the TSX as at that date. Assuming the Transaction is completed and assuming the Purchasers acquire all of the issued and outstanding ABC Shares that they do not already own on a pro rata basis relative to the number of ABC Shares each of them currently own, (a) Alpha Holdings will beneficially own or control, directly or indirectly, 80,571,765 ABC Shares, representing approximately 69.7% of the issued and outstanding ABC Shares (assuming the number of issued and outstanding ABC Shares as of the closing of the Transaction is 115,670,303); and (b) Oaktree (through the Oaktree Funds) will beneficially own or control, directly or indirectly, 35,098,538 ABC Shares, representing approximately 30.3% of the issued and outstanding ABC Shares (assuming the number of issued and outstanding ABC Shares as of the closing of the Transaction is 115,670,303). Upon closing of the Transaction, the Purchasers intend to cause the ABC Shares to cease to be listed on the TSX and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
The Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (British Columbia) and will constitute a “business combination” for purposes of MI 61-101. The Transaction is subject to approval at the Meeting by (i) at least 66 2/3% of votes cast by the Company’s shareholders present in person or represented by proxy at the Meeting, and (ii) at least 66 2/3% of votes cast by the Company’s shareholders and holders of options, voting together as a single class, present in person or represented by proxy at the Meeting. The Transaction is exempt from the minority shareholder approval requirements of MI 61-101 because the Purchasers collectively own in excess of 90% of the issued and outstanding ABC Shares and dissent rights will be available to Minority Shareholders. The Purchasers have covenanted in the Arrangement Agreement that they will vote their ABC Shares at the Meeting in favour of the Transaction. Following consideration of various factors, including receipt of the fairness opinion, formal valuation and the commercial terms of the offer, and in consultation with its legal advisors, the Special Committee has concluded that the Transaction is fair to the Minority Shareholders and option holders and is in the best interests of the Company. Accordingly, the Special Committee recommended that the board of directors of ABC (the “Board”) approve the Transaction and its implementation, subject to the receipt of all required securityholder and court approvals. Following a review of the terms of the Transaction and the recommendation of the Special Committee, in consultation with its legal advisors, the Board (excluding conflicted directors) approved the Transaction having determined that the Transaction is in the best interests of the Company and fair to the Minority Shareholders and option holders. The Company intends to hold a special meeting of securityholders in October 2023 (the “Meeting”), where the Transaction will be considered and voted upon by securityholders of record.
In connection with its review and consideration of the Transaction, the Special Committee engaged BMO Nesbitt Burns Inc. (“BMO Capital Markets”) to act as independent valuator and financial advisor to the Special Committee. BMO Capital Markets has verbally delivered to the Special Committee the results of its formal valuation prepared in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61- 101”), opining that, as of September 3, 2023 and based upon and subject to the assumptions, limitations and qualifications to be set out in BMO Capital Markets’ formal valuation letter to the Special Committee, the fair market value of the ABC Shares is between CAD 5.75 and CAD 7.75 per ABC Share. In addition, BMO Capital Markets provided an opinion to the Special Committee that, based upon and subject to the assumptions, limitations and qualifications set out in its opinion, the Consideration to be received pursuant to the Transaction by the holders of ABC Shares (other than those held by the Purchasers) (the “Minority Shareholders”) is fair, from a financial point of view, to such Minority Shareholders. Following consideration of various factors, including receipt of the fairness opinion, formal valuation and the commercial terms of the offer, and in consultation with its legal advisors, the Special Committee has concluded that the Transaction is fair to the Minority Shareholders and option holders and is in the best interests of the Company. BMO Capital Markets is acting as exclusive financial advisor and as independent valuator to the Special Committee and Wildeboer Dellelce LLP is acting as legal counsel to the Special Committee. Blake, Cassels & Graydon LLP is acting as legal counsel to ABC. Scotia Capital and TD Securities are acting as financial advisors to Alpha Holdings. Goodmans LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsel to Alpha Holdings and Stikeman Elliott LLP is acting as legal counsel to Oaktree and the Oaktree Funds.
