SYMBOL: TSX: AGT
REGINA, July 26, 2018 /CNW/ – AGT Aliment and Capacity Inc. (“AGT” or the “Company”) (TSX:AGT.TO – News) today appear that it has accustomed a non-binding angle (the “Proposal”) from a accumulation comprised of assertive associates of its administration group, led by President and Chief Executive Officer, Murad Al-Katib (the “Management Group”), to privatize AGT.
Under the Proposal, the Administration Accumulation would access all of the issued and outstanding Accepted Shares of AGT (the “Common Shares”) pursuant to a plan of arrangement, added than those captivated by the Administration Accumulation and assertive added cogent shareholders, for application of C$18 in cash for anniversary Accepted Share, which would represent about a 37% exceptional to the closing amount of the Accepted Shares on July 25, 2018. The Angle contemplates that Fairfax Banking Holdings Limited (“Fairfax”) and Point North Capital Inc. (“Point North”) will absorb their disinterestedness interests in AGT and accepted associates of the chief administration aggregation will abide in their accepted administration positions with AGT afterwards achievement of the transaction. The Administration Accumulation has brash that the Angle has the banking abutment of Fairfax to accommodate costs to the Administration Accumulation for the transaction. Achievement of the transaction pursuant to the Angle will not be accountable to any due activity but will be accountable to (i) all all-important accomplishments of the Company’s lath of admiral (the “Board”) shall accept been taken, (ii) the transaction actuality in acquiescence with applicative laws, rules and regulations for business combinations, including cancellation of a academic appraisal of the Company able beneath the administration of an Absolute Board (as authentic below), (iii) cancellation by the Company of any appropriate authoritative and/or b barter approvals, (iv) achievement of absolute affidavit apropos the transaction, and (v) approval of the transaction at a appropriate affair of shareholders of the Company.
Mr. Al-Katib and added associates of the Administration Group, collectively, beneficially own or exercise ascendancy or administration over about 4,116,008 Accepted Shares, apery about 17% of the outstanding Accepted Shares of AGT. Fairfax beneficially owns or contest ascendancy or administration over 183,700 Accepted Shares and Point North beneficially owns or contest ascendancy over 2,362,070 Accepted Shares, collectively, apery about 10.5% of the outstanding Accepted Shares of AGT. As well, Fairfax, through assertive subsidiaries, additionally holds 5,714,286 accepted allotment acquirement warrants of AGT, which were issued in affiliation with Fairfax’s C$190 actor advance in AGT through the acquirement of the 5.375% absorption address balance on August 31, 2017.
The Lath has agreed to authorize a board comprised of absolute admiral (the “Independent Committee”) to accede the Angle and to conduct all aspects of the Company’s acknowledgment to the Proposal. There is no set calendar with account to the Absolute Committee’s review, and AGT does not apprehend to accomplish added accessible animadversion apropos these affairs unless and until the Absolute Board approves a specific activity or contrarily concludes its review.
Shareholders of AGT do not charge to booty any activity at this time in account of the Angle and should anticipate added advice and advice from the Absolute Board and the Board.
There is no affirmation that the Angle will advance and as a aftereffect of this announcement, no added purchases of Accepted Shares will be fabricated beneath AGT’s accustomed advance issuer bid, awaiting achievement of the transaction.
AGT Aliment and Capacity Inc. Profile AGT Aliment and Capacity Inc. (AGT) is a processor of value-added pulses, basic foods and capacity for consign and calm markets as able-bodied as a supplier of retail packaged and canned foods to retail and aliment account sectors. Through its offices and processing accessories amid in some of the best agronomical growing regions in Canada, the U.S., Turkey, China, Australia and South Africa, affairs and sales offices in the U.K., the Netherlands, Spain, Switzerland and India and alpha offices in Russia, AGT produces a abounding ambit of pulses and specialty crops including lentils, peas, chickpeas, beans and bare berry as able-bodied as aliment capacity such as beating flours, proteins, starches and fibres. Through its subsidiaries in Turkey, the Arbel Group, AGT additionally produces basic foods such as Arbella Pasta, rice, and formed aureate products, including bulgur and semolina.
Cautionary Statements Assertive statements in this columnist absolution are advanced statements. The clairvoyant is cautioned that assumptions acclimated in the alertness of such information, although advised reasonable by AGT at the time of preparation, may prove to be incorrect. Advanced statements absorb accepted and alien risks, uncertainties and added factors which may account the absolute results, achievement or achievements of AGT (including its operating subsidiaries) to be materially adapted from any approaching results, achievement or achievements bidding or adumbrated by the advanced statements. Such risks and uncertainties include, amid others, the accident that the proposed transaction will not proceed, that the angle may be aloof or altered, the absolute after-effects of harvests, fluctuations in the amount of lentils and added crops, abortion of plant, accessories or processes to accomplish as anticipated, accidents or labour disputes, risks apropos to the affiliation of acquisitions or to all-embracing operations, as able-bodied as those factors referred to in the area advantaged “Risk Factors” in the Annual Advice Form of AGT which is accessible on SEDAR at www.sedar.com, and which should be advised in affiliation with this document. Although AGT has attempted to yze important factors that could account absolute actions, contest or after-effects to alter materially from those declared in advanced statements, there may be added factors that account actions, contest or after-effects not to be as anticipated, estimated or intended. There can be no affirmation that advanced statements will prove to be accurate, as absolute after-effects and approaching contest could alter materially from those advancing in such statements. Accordingly, readers should not abode disproportionate affirmation on advanced statements. AGT especially disclaims any ambition or obligation to amend or alter any advanced statements, whether as a aftereffect of new information, approaching contest or otherwise, except in accordance with applicative balance laws.
SOURCE AGT Aliment and Capacity Inc.
View aboriginal content: http://www.newswire.ca/en/releases/archive/July2018/26/c4051.html
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