Algoma Central Corporation Announces Substantial Issuer Bid
10 11월 2017 - 10:00PM
Business Wire
Algoma Central Corporation (“Algoma”) (TSX:ALC) today announced
that its Board of Directors has authorized a substantial issuer bid
pursuant to which Algoma will offer to purchase for cancellation up
to $20,000,000 of its common shares (the “Shares”) from
Shareholders for cash. The Offer represents up to 1,454,545 Shares
or approximately 3.7% of Algoma’s total issued and outstanding
Shares.
The Offer will proceed by way of a "modified Dutch auction".
Holders of Shares wishing to tender to the Offer will be entitled
to do so pursuant to: (i) auction tenders in which they will
specify the number of Shares being tendered at a price of not less
than $13.75 and not more than $14.75 per Share in increments of
$0.05 per Share, or (ii) purchase price tenders in which they will
not specify a price per Share, but will rather agree to have a
specified number of Shares purchased at the purchase price to be
determined by auction tenders.
The purchase price to be paid by Algoma for each validly
deposited Share will be based on the number of Shares validly
deposited pursuant to auction tenders and purchase price tenders,
and the prices specified by Shareholders making auction tenders.
The purchase price will be the lowest price which enables Algoma to
purchase Shares up to the maximum amount available for auction
tenders and purchase price tenders, determined in accordance with
the terms of the Offer. Shares deposited at or below the finally
determined purchase price will be purchased at such purchase price.
Shares that are not taken up in connection with the Offer,
including Shares deposited pursuant to auction tenders at prices
above the purchase price, will be returned to the Shareholders.
If the aggregate purchase price for Shares validly tendered
pursuant to auction tenders and purchase price tenders is greater
than the amount available for auction tenders and purchase price
tenders, Algoma will purchase Shares from the holders of Shares who
made purchase price tenders or tendered at or below the finally
determined purchase price on a pro rata basis, except that “odd
lot” holders (holders of less than 100 Shares) will not be subject
to proration.
Algoma anticipates that the Offer will expire at 11:59 p.m.
(Toronto time) on December 15, 2017, unless withdrawn or extended.
The Offer will not be conditional upon any minimum number of Shares
being tendered. The Offer will, however, be subject to other
conditions and Algoma will reserve the right, subject to applicable
laws, to withdraw or amend the Offer, if, at any time prior to the
payment of deposited Shares, certain events occur.
Algoma plans to mail the formal offer to purchase, the issuer
bid circular and other related documents containing the terms and
conditions of the Offer, instructions for tendering Shares and the
factors considered by Algoma, its Special Committee and its Board
of Directors in making its decision to approve the Offer, among
other things, on or around November 10, 2017. These documents will
be filed with the applicable Canadian securities regulators and
will be available free of charge on SEDAR at www.sedar.com.
Shareholders should carefully read the offer to purchase, the
issuer bid circular and the other related documents prior to making
a decision with respect to the Offer.
Algoma’s Board of Directors has approved the making of the
Offer. However, none of Algoma, its Special Committee or its Board
of Directors, the dealer manager and the depositary makes any
recommendation to any Shareholder as to whether to deposit or
refrain from depositing any Shares under the Offer. Shareholders
are urged to evaluate carefully all information in the Offer,
consult their own financial, legal, investment and tax advisors and
make their own decisions as to whether to deposit Shares under the
Offer and, if so, how many Shares to deposit and at what price or
prices.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares. The solicitation and the offer to buy Shares will only
be made pursuant to the formal offer to purchase, the issuer bid
circular and other related documents.
GMP Securities L.P. has been retained by Algoma to act as
financial advisor and dealer manager in connection with the Offer.
In addition, GMP Securities L.P. has provided an opinion to Algoma
that: (i) a liquid market, as such term is defined in Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions, exists for the Shares at the date hereof; and
(ii) it is reasonable to conclude that, following the completion of
the Offer, there will be a market for shareholders who do not
tender to the Offer that is not materially less liquid than the
market for Shares that exists at the time of making the Offer.
Algoma has also retained AST Trust Company (Canada) (“AST”) to
act as depositary. Any questions or requests for information may be
directed to AST, as the depositary for the Offer, at 1-800-387-0825
(Toll Free – North America) or 416-682-3860 (outside North America)
or to GMP Securities L.P., as dealer manager for the Offer, at
AlgomaSIB@gmpsecurities.com.
About Algoma Central
Algoma Central Corporation operates the largest Canadian flag
fleet of dry and liquid bulk carriers on the Great Lakes - St.
Lawrence Waterway, including self-unloading dry-bulk carriers,
gearless dry bulk carriers and product tankers. Algoma also owns
ocean self-unloading dry-bulk vessels operating in international
markets. Algoma also provides ship management services for other
ship owners. Algoma has begun an expansion into international
short-sea markets through it 50% interests in NovaAlgoma Cement
Carriers and NovaAlgoma Short-Sea Carriers.
Forward-Looking Statements
Certain information included in this press release is
forward-looking, within the meaning of applicable securities laws.
Much of this information can be identified by looking for words
such as “believe”, “expects”, “expected”, “will”, “intends”,
“projects”, “anticipates”, “estimates”, “continues” or similar
words. In particular, this press release includes forward-looking
statements pertaining to the terms and conditions of the Offer, the
aggregate amount of Shares to be purchased for cancellation under
the Offer and the expected expiration date of the Offer. Algoma
believes the expectations reflected in such forward-looking
statements are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward- looking
statements should not be unduly relied upon.
Forward-looking statements are based on current information and
expectations that involve a number of risks and uncertainties,
which could cause actual results to differ materially from those
anticipated. Forward looking statements contained in this press
release are made as of the date hereof and are subject to change.
Algoma assumes no obligation to revise or update forward looking
statements to reflect new circumstances, except as required by
law.
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version on businesswire.com: http://www.businesswire.com/news/home/20171110005336/en/
Algoma Central CorporationKen Bloch SoerensenPresident and Chief
Executive Officer905-687-7885orPeter D. Winkley, CPA, CAChief
Financial Officer905-687-7897
Algoma Central (TSX:ALC)
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