Announcement • Apr 02
Buhler Industries Inc. Cl-A Ordinary Shares to Be Deleted from OTC Equity Buhler Industries Inc. Cl-A Ordinary Shares will be deleted from OTC Equity effective April 01, 2025, due to Acquisition /Merger /Amalgamation. Announcement • Mar 29
ASKO Sinai ve Teknoloji Üretim Sanayi Ticaret Anonim Sirketi completed the acquisition of the remaining 3.3% stake in Buhler Industries Inc. (TSX:BUI) (the "Company") in a going private transaction. ASKO Sinai ve Teknoloji Üretim Sanayi Ticaret Anonim Sirketi executed a definitive Amalgamation Agreement to acquire the remaining 3.3% stake in Buhler Industries Inc. (TSX:BUI) (the "Company") for CAD 5.9 million in a going private transaction on February 11, 2025. Under the Amalgamation Agreement, the Company and Newco would amalgamate and continue as one company ("Amalco"). Pursuant to the Amalgamation: (i) each Common Share of the Company owned by public shareholders other than Newco (the "Minority Shareholders") would be converted into one redeemable preferred share of Amalco (an "Amalco Redeemable Preferred Share") and each Amalco Redeemable Preferred Share would then be redeemed by Amalco for CAD 7.30 (the "Redemption Amount") in cash immediately following completion of the Amalgamation; (ii) the Common Shares held by Newco would be cancelled without payment of capital; and (iii) ASKO would receive one common share in the capital of Amalco for each common share it holds in the capital of Newco. Upon completion of the Amalgamation and the subsequent redemption by Amalco of the outstanding Amalco Redeemable Preferred Shares, Amalco would continue to operate as a private company, wholly owned by ASKO. Following the completion of the Amalgamation, the Common Shares will be de-listed from the Toronto Stock Exchange and the Company will apply to cease to be a reporting issuer under applicable Canadian securities laws. The board of directors of the Company (the "Board") formed a special committee (the "Special Committee") comprised of Mr. Ossama AbouZeid as the sole independent director of the Company, to evaluate the Amalgamation and make recommendations to the Board.
The Amalgamation is subject to a number of conditions including the approval of the Amalgamation Resolution by at least two-thirds of the votes cast by holders of Common Shares at the Meeting (including votes cast by Newco). Assuming the satisfaction of all conditions, the Amalgamation is expected to close as soon as practicable following the Meeting. There is no assurance that the Amalgamation will be completed on the terms as proposed or at all. In light of the conclusions of the Special Committee and PwC, the Board (with the nominees of ASKO on the Board recusing themselves) approved the Amalgamation and recommends that shareholders vote in favour of the Amalgamation. The Company has called a special meeting (the "Meeting") of shareholders of the Company to approve the Amalgamation (the "Amalgamation Resolution"). The Meeting will be held on or about March 28, 2025. The Special Committee retained PricewaterhouseCoopers LLP ("PwC") as its financial advisor to advise with respect to the financial fairness of the Amalgamation. PwC has provided a fairness opinion (the "Fairness Opinion") to the Special Committee to the effect that, as at February 11, 2025, and subject to the assumptions, limitations and qualifications contained therein, the consideration offered pursuant the Amalgamation is fair, from a financial point of view, to the Minority Shareholders. The Special Committee also retained PwC to prepare and deliver a formal valuation (the "Formal Valuation") of the Common Shares under the supervision of the Special Committee. The Special Committee has engaged Burnet, Duckworth & Palmer LLP as its legal advisor.
ASKO Sinai ve Teknoloji Üretim Sanayi Ticaret Anonim Sirketi completed the acquisition of the remaining 3.3% stake in Buhler Industries Inc. (TSX:BUI) (the "Company") in a going private transaction on March 28, 2025. Reported Earnings • Nov 17
Third quarter 2024 earnings released: EPS: CA$0.27 (vs CA$0.06 loss in 3Q 2023) Third quarter 2024 results: EPS: CA$0.27 (up from CA$0.06 loss in 3Q 2023). Revenue: CA$83.3m (up 39% from 3Q 2023). Net income: CA$6.68m (up CA$8.08m from 3Q 2023). Profit margin: 8.0% (up from net loss in 3Q 2023). Over the last 3 years on average, earnings per share has fallen by 10% per year but the company’s share price has only fallen by 2% per year, which means it has not declined as severely as earnings. 
