CALGARY, Alberta (September 10, 2021) -- Cervus Equipment Corporation (“Cervus” or the “Company”) (TSX: CERV) today announced that it has been granted an interim order (the "Interim Order") by the Court of Queen's Bench of Alberta (the "Court") in respect of the previously announced plan of arrangement involving Cervus, Brandt Tractor Ltd. ("Brandt"), 13255026 Canada Ltd. (the "Purchaser") and Cervus shareholders under Section 192 of the Canada Business Corporations Act (the "Transaction"). The Transaction provides for the acquisition by the Purchaser of all of the issued and outstanding Cervus shares, other than Cervus shares held by Brandt, for $19.50 per share in cash.
The Special Meeting will be held in a virtual-only format, which will be conducted via live audio webcast at https://meetnow.global/MQSAVDS. A management information circular of Cervus dated September 10, 2021 (the "Information Circular") and related materials (the "Meeting Materials"), in respect of the special meeting of Cervus shareholders, to be held at 2:00 p.m. (Calgary time) on October 12, 2021 (the "Special Meeting") for the purpose of obtaining the requisite approval of Cervus shareholders for the Transaction, will be mailed to Cervus shareholders in the coming days. The Interim Order provides for the holding of the Special Meeting by electronic means. A virtual-only Meeting is being adopted in response to local, regional, and national public health emergency directives and recommendations while allowing all Cervus shareholders an equal opportunity to participate in the Special Meeting regardless of their geographic location or particular constraints, circumstances or risks they may be facing. Cervus is taking these measures in order to mitigate the health and safety risks to our valued Cervus shareholders, employees, partners, communities, and other stakeholders. Cervus shareholders will not be able to attend the Special Meeting in person. At the Special Meeting, Cervus shareholders will have the opportunity to ask questions in real time and vote on Special Meeting matters. The Information Circular contains important information and detailed instructions about how to participate at the Special Meeting. The Company encourages Cervus shareholders to vote their Cervus shares prior to the Special Meeting, following the instructions set out in the form of proxy or voting instruction form included with the Meeting Materials.
The board of directors of Cervus (the "Board"), acting on the unanimous recommendation of the Special Committee of independent directors (the "Special Committee"), and having undertaken a thorough review of, and having carefully considered the Transaction, the terms of the arrangement agreement among Brandt, the Purchaser and Cervus dated August 15, 2021 (the "Arrangement Agreement"), the opinion of CIBC Capital Markets provided to the Board and the Special Committee that, as of the date of such opinion, and based on and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Cervus shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to Cervus shareholders (other than Brandt and its affiliates), and such other matters as it considered necessary or appropriate, has unanimously: (i) determined that the Transaction is fair, from a financial point of view, to the Cervus shareholders (other than Brandt and its affiliates); (ii) determined that the Transaction and the entering into of the Arrangement Agreement are in the best interests of Cervus; (iii) resolved to recommend that the Cervus shareholders vote in favour of the special resolution approving the Transaction to be considered at the Special Meeting; and (iv) authorized the entering into of the Arrangement Agreement.
Mr. Peter Lacey, Chair of the Board of Cervus and, together with his spouse Mrs. Katherine Lacey, the Company's largest shareholders, who hold approximately 18% of the outstanding Cervus shares, have entered into irrevocable agreements to vote their Cervus shares in favour of the Transaction. All of the other directors and executive officers of Cervus, who collectively hold approximately 1% of the outstanding Cervus shares, have entered into support agreements to vote their Cervus shares in favour of the Transaction. In addition, the Company anticipates that Brandt, which holds approximately 9% of the outstanding Cervus shares, will also vote its Cervus shares in favour of the Transaction.
The completion of the Transaction is subject to approval by not less than two-thirds of the votes cast in person (virtually) or by proxy by Cervus shareholders at the Special Meeting, approval of the Court, approval under the Competition Act (Canada), the receipt of certain third-party approvals and the satisfaction or waiver of other usual and customary conditions as more fully described in the Arrangement Agreement. If all of the necessary conditions to the Transaction under the Arrangement Agreement are satisfied or waived in a timely manner, Cervus expects that the Transaction will become effective in mid-to-late October 2021.
For further details regarding the terms of the Arrangement Agreement and the Transaction, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Board and how Cervus shareholders can participate in and vote at the Special Meeting, please refer to the Information Circular, a copy of which will be filed by the Company under its profile at www.sedar.com on or about September 15, 2021.
Shareholder Questions and Assistance
If you have any questions or need assistance with the completion and delivery of your proxy or voting instruction form, please contact Cervus' proxy solicitation agent, D.F. King Canada, now part of the TMX Group, by phone at 1-800-226-2185 (toll-free in North America), 1-800-217-0538 for collect calls for Cervus shareholders outside North America or by email at [email protected].
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".
For more information please contact:
Angela Lekatsas, President and CEO
Catie Busch, Chief Financial Officer
Forward Looking Information
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 the holding and timing of, and matters to be considered at, the Special Meeting as well as with respect to voting at the Special Meeting and the timing of the closing of the Transaction. Forward-looking statements, by their nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from the Company’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, the Company cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits the Company will derive from them.
In respect of forward-looking statements and information concerning the timing of the completion of the proposed Transaction, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, third party OEM and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Transaction, and other expectations and assumptions concerning the proposed Transaction. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, third party OEM, court and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Transaction or the ability of the Board to consider and approve a superior proposal for the Company. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed Transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the proposed Transaction include, without limitation, the failure of the parties to obtain the necessary shareholder, third party OEM, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Transaction; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve a superior proposal for the Company; and general economic conditions. Failure to obtain the necessary shareholder, third party OEM, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms or at all. In addition, if the Transaction is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Transaction and the dedication of substantial resources by the Company to the completion of the Transaction could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Consequently, the Company cautions readers not to place undue reliance on the forward-looking statements and information contained in this press release. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.