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BBL Acquisitions Inc. and Brampton Brick Limited Announce Entering into of Support Agreement
Brampton Brick Board Supports $12 per Share Cash Takeover Bid for Brampton Brick’s Class A Shares
Toronto, Ontario–(Newsfile Corp. – December 14, 2020) – BBL Acquisitions Inc. (TSX: BBL.A) (the “Offeror“) and Brampton Brick Limited (“BBL“) announced today that they have entered into a support agreement (the “Support Agreement“) in respect of the offer (the “Offer“) to be made by the Offeror to purchase all of the outstanding Class A Subordinate Voting shares (the “Class A Shares“) of BBL (TSX: BBL.A)(other than Class A Shares beneficially owned, or over which control or direction is exercised, by the Offeror or its affiliates) (the “Target Shares“) at a cash price of $12 per share.
In its press release of November 25, 2020, the Offeror announced its intention to make the Offer and that BBL shareholders collectively owning approximately 23.3% of the outstanding Class A Shares had entered into a lock-up agreement with the Offeror agreeing to, among other things, tender their Class A Shares to the Offer on the terms and conditions contained therein.
BBL’s board of directors (the “Board“) (with interested directors having abstained from voting) has accepted the recommendation of the special committee of independent directors, which was independently advised by legal counsel and its own financial advisor, and has concluded that the Offer is fair from a financial point of view to the holders of the Target Shares, and will be recommending that holders of the Target Shares deposit their Class A Shares to the Offer. The Support Agreement does not preclude the Board or any special committee thereof from responding to any unsolicited acquisition proposal that, after consultation with its financial advisors and after receiving advice of outside counsel, the Board (or the special committee thereof) concludes in good faith that such action is necessary for the Board to properly discharge its fiduciary duties.
Under the Support Agreement, the Offeror has agreed to mail the Offer and accompanying take-over bid circular to all registered holders of the Class A Shares as soon as reasonably practicable and, in any event, not later than December 29, 2020, subject to certain exceptions. The Offer will be subject to customary conditions, including there being deposited under the Offer, and not withdrawn, at least 50% of the outstanding Class A Shares, excluding any Class A Shares beneficially owned or over which control or direction is exercised, by the Offeror, its affiliates or any person acting jointly or in concert with the Offeror, within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104“). Full details of the Offer will be included in the formal take-over bid circular to be filed with securities regulatory authorities and mailed to shareholders.
In accordance with the Support Agreement, BBL has agreed to a shortened deposit period under the Offer to a period that ends on the date that is 60 days plus one business day from the date of the Offer pursuant to Section 2.28.2 of NI 62-104.
The Offeror is a company owned by Brazos Brick Holdings Limited (“Brazos“) and Ruland Realty Limited (“Ruland“). Brazos is a company indirectly owned by Jeffrey G. Kerbel, the President and CEO of BBL, Howard C. Kerbel, a director of BBL, and their siblings. Ruland is a company under the effective direction of Rudolph P. Bratty, Q.C., who is the father of Christopher R. Bratty, a director of BBL.
Proposed Offer Highlights
- All cash Offer of $12 per Class A Share, which represents a 66.7% premium based on the closing price of $7.20 per Class A Share on the Toronto Stock Exchange (“TSX“) on November 24, 2020, the last trading day prior to the announcement by the Offeror of its intention to make the Offer. The Offer also represents a premium of approximately 87.5% and 89.6% to the volume weighted average trading price of the Class A Shares over the 30 and 60 trading days on the TSX, respectively, ended on November 24, 2020;
- BBL shareholders collectively owning approximately 23.3% of the Class A Shares have agreed to tender their Class A Shares to the Offer;
- If the Offeror acquires less than all of the Target Shares pursuant to the Offer, the Offeror intends to use other means of acquiring the remaining Target Shares, including a statutory acquisition, a plan of arrangement, a share consolidation or an amalgamation, merger or other combination involving BBL and the Offeror or one or more affiliates of the Offeror.
Joint Actors
Brazos, Jeffrey G. Kerbel, Jeffrey Kerbel Holdings Limited, Howard C. Kerbel, Donna Kerbel, Paula Shvili Holdings Limited, Clay Brick Holdings Limited, and The Estate of the late Ruth Kerbel, Ruland, Demaru Developments Inc. and Rudolph P. Bratty Q.C. may be considered to be joint actors with the Offeror.
Cautionary Statements Respecting Forward-Looking Statements and the Offer
This news release contains certain “forward-looking statements” within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking statements in this release include statements regarding the proposed Offer, the timing of mailing of the Offer and the accompanying take-over bid circular, the intention of the locked-up BBL shareholders to tender their Class A Shares, the shortening of the deposit period under the Offer and the Offeror’s intention to use other means to acquire any remaining Target Shares not acquired under the Offer. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release, including assumptions based on BBL’s publicly disclosed information, and that there will be no change in the business, prospects, or capitalization of BBL. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Offeror and BBL are under no obligation, and expressly 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 expressly required by applicable law.
The Offeror has not yet commenced the Offer noted above in this news release. Upon commencement of the Offer, the Offeror will file a take-over bid circular with securities regulatory authorities in each of the provinces and territories of Canada. The take-over bid circular will contain important information about the Offer and should be read in its entirety by BBL shareholders and others to whom the Offer is addressed. After the Offer is commenced, BBL shareholders (and others) will be able to obtain, at no charge, a copy of the Offer, take-over bid circular and various associated documents when they become available online at www.SEDAR.com. This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or issue, or any other solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security. The Offer will not be made in, nor will deposit of securities be accepted from a person in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may in its sole discretion, take such action as it deems necessary to extend the Offer in any such jurisdiction.
For more information please contact:
Jeffrey G. Kerbel
Tel: 905 840-1011
Email: jkerbel@kerbel.ca
Fax: 905 840-1535
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70219