CALGARY, Alberta (October 22, 2021)
-- Cervus Equipment Corporation (the "Company" or "Cervus") (TSX: CERV) is pleased to announce the completion of its previously announced acquisition by Brandt Tractor Ltd. ("Brandt"), which was implemented through a Court-approved plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") involving Cervus, Brandt and 13255026 Canada Ltd. (the "Purchaser"), a wholly owned subsidiary of Brandt, and Cervus shareholders (the "Transaction"). Pursuant to the Arrangement, the Purchaser acquired all of the issued and outstanding common shares of Cervus (the "Shares"), other than Shares held by Brandt and any of its affiliates, for $19.50 per Share in cash.
The Arrangement was approved at the special meeting of Cervus shareholders held on October 12, 2021 and by the Court of Queen's Bench of Alberta on October 15, 2021.
Full particulars of the Arrangement and the Transaction are described in the management information circular of the Company dated September 10, 2021 (the "Information Circular"), a copy of which was filed by the Company under its SEDAR profile at www.sedar.com
on September 15, 2021, and in the Company's news release issued on August 16, 2021. Former registered Cervus shareholders should refer to the Information Circular and the letter of transmittal available on SEDAR for instructions on how to receive the cash consideration payable to them pursuant to the Arrangement. Former beneficial Cervus shareholders will receive the cash consideration payable to them pursuant to the Arrangement through their broker or other intermediary. All questions regarding the cash consideration, including any request for another letter of transmittal, should be directed to the depositary, Computershare Investor Services Inc., which can be contacted at (514) 982-7888 or 1-800-564-6253 or [email protected]
The Shares are expected to be delisted from the Toronto Stock Exchange shortly in accordance with the rules and policies of the Toronto Stock Exchange. The Company will also apply to cease to be a reporting issuer under applicable Canadian securities laws, subject to the satisfaction of applicable regulatory requirements.
Angela Lekatsas, President and Chief Executive Officer of the Company commented: "The closing of this transaction is the culmination of Cervus' highly successful strategy of building a company that has created compelling value for all stakeholders including employees, customers, OEM partners and shareholders. As we move forward under Brandt Tractor ownership, we are excited to continue serving the communities in which we operate with the same expertise and dedication that Cervus has been known for. The size and scale of the entity created by the combination of our two companies positions us for the next stage of evolutionary growth of our dealerships."
“The addition of Cervus’ branch network is a big win for customers in all of the affected markets,” says Brandt owner and CEO, Shaun Semple. “We’ve got a lot to offer and we’re ready to roll up our sleeves and earn the loyalty of our new customers through a combination of premium products and services and a consistent, high-quality customer support experience.”
Early Warning Disclosure
The following disclosure is provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") by the Purchaser regarding the acquisition of Shares pursuant to the Arrangement.
Pursuant to an arrangement agreement entered into between the Company, Brandt and the Purchaser dated August 15, 2021 (the "Arrangement Agreement"), the Purchaser acquired all of the issued and outstanding Shares, on and subject to the terms set forth in the Arrangement Agreement. The Shares, other than approximately 9.4% of the outstanding Shares held by Brandt or its affiliates, were acquired at a price of $19.50 per Share pursuant to the Arrangement or approximately $302 million in the aggregate.
The Purchaser is a corporation incorporated under the CBCA, is a wholly owned subsidiary of Brandt, and was formed for the purposes of acquiring Cervus and consummating the transactions contemplated by the Arrangement Agreement.
For further information or to obtain a copy of the Early Warning Report, please contact Ryan Klassen, Chief Legal Officer of Brandt, Tel: (306) 791-8944.
Immediately prior to completion of the Arrangement, the Purchaser and its affiliates owned, or exercised control or direction over, directly or indirectly, an aggregate of 1,450,000 Shares, representing approximately 9.4% of the total number of issued and outstanding Shares.
As a result of the Arrangement, Shaun Semple, through the Purchaser, acquired an additional 14,017,706 Shares, representing approximately 90.6% of the issued and outstanding Shares and currently owns, controls and directs an aggregate of 15,467,706 Shares, representing 100% of the total number of issued and outstanding Shares.
About Cervus Equipment
Cervus is a leading equipment solutions provider to customers in agriculture, transportation, and industrial markets across Canada, Australia and New Zealand. Throughout our territories and across our diverse markets, Cervus dealerships are united by the sales and support of the market-leading equipment our customers depend on to grow their business. The Company operates 64 Cervus dealerships and is the authorized representative of leading Original Equipment Manufacturers including: John Deere agricultural equipment; Peterbilt transportation equipment; and Clark, Sellick, Doosan, JLG and Baumann material handling equipment. Cervus common shares are listed on the Toronto Stock Exchange and trade under the symbol "CERV".
About Brandt Group of Companies
The Brandt Group of Companies — headquartered in Regina, Saskatchewan, Canada — is comprised of Brandt Agricultural Products, Brandt Engineered Products, Brandt Equipment Solutions, Brandt Road Rail, Brandt Positioning Technology, Brandt Truck Rigging & Trailers, Brandt Finance, Brandt Developments Ltd., Brandt Road Technology, Brandt Mineral Technology, and Brandt Tractor Ltd. — the world's largest privately-owned John Deere Construction & Forestry equipment dealer. Brandt has over 100 locations in Canada and the U.S., over 3,400 employees, and a growing international audience; serving the construction, road building, forestry, agriculture rail, mining, steel, and energy industries with unique custom products. Brandt is one of Canada's largest privately owned companies and is among an elite group of Platinum Club members of Canada's Best Managed Companies.
For more information please contact:
Angela Lekatsas, President and CEO
Catie Busch, Chief Financial Officer
Certain statements included in this press release may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "planned", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases which state that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur", "be achieved", or other similar expressions of future or conditional verbs.
More particularly and without limitation, this press release contains forward-looking statements and information regarding anticipated timing for delisting the Shares from the Toronto Stock Exchange and submission of an application for the Company to cease to be a reporting issuer.
Forward-looking statements are based on certain current expectations, estimates, projections, and assumptions of the Company. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, such other risks identified in the Information Circular. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof, and thus are subject to change hereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in the Company's public filings.