Toronto, Ontario–(Newsfile Corp. – March 22, 2021) – Brampton Brick Limited (TSX: BBL.A) (“BBL“) and BBL Acquisitions Inc. (the “Offeror“) are pleased to provide an update on the Offeror’s offer (the “Offer“) to acquire all of the issued and outstanding Class A Subordinate Voting shares (the “Class A Shares“) of BBL (other than Class A Shares beneficially owned, or over which control or direction is exercised, by the Offeror or any person acting jointly or in concert with the Offeror) at a price of $12 per share.
Based upon reports received from AST Trust Company (Canada), the depositary for the Offer, as of the expiry of the Offer at 5:00 p.m. (Toronto time) on March 22, 2021 (the “Final Expiry Time”), an additional 116,609 Class A Shares have been tendered under the Offer subsequent to March 1, 2021. Based upon reports received from AST Trust Company (Canada), as of the Final Expiry Time, the total number of Class A Shares tendered to the Offer and not withdrawn under the terms of the Offer is 3,493,035 (of which 460,990 Class A Shares were tendered by persons acting jointly or in concert with the Offeror), representing approximately 67.5% of the issued and outstanding Class A Shares, excluding Class A Shares beneficially owned or over which control or direction is exercised by the Offeror or any person acting jointly or in concert with the Offeror. The Offeror and its joint actors will collectively own approximately 84.2% of the issued and outstanding Class A Shares.
There will be no further extensions of the Offer and all of the conditions of the Offer have been satisfied or waived by the Offeror.
In accordance with the terms of the Offer, the Offeror has already taken up and paid for the Class A Shares that were tendered prior to the initial expiry time of 5:00 p.m. (Toronto time) on March 1, 2021 (the “Initial Expiry Time“) as well as Class A Shares tendered subsequent to the Initial Expiry Time up to and including 5:00 p.m. (Toronto time) on March 11, 2021 (the “Initial Extended Expiry Time“). In accordance with the terms of the Offer, the Offeror will pay for the additional Class A Shares taken up since the Initial Extended Expiry Time as soon as possible, and in any event, not later than three business days after the additional Class A Shares are taken up.
Copies of the Offeror’s take-over bid circular and BBL’s directors’ circular, each dated December 21, 2020, are available without charge on BBL’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
With the Offer having been successful, the Offeror intends to take steps to acquire all of the remaining Class A Shares not owned by the Offeror and any person acting jointly or in concert with the Offeror. In due course, a special meeting of the BBL shareholders will be held for the purpose of approving a second-step transaction in respect of BBL. The Offeror , following the take-up of the most recently tendered Class A Shares, intends to vote all of the Class A Shares acquired by it under the Offer in favour of the second- step transaction.
BBL announces that, following the Final Expiry Time, John M. Piecuch, P. David Grant, Peter Smith, Jim V. De Gasperis and Kenneth Tanebaum resigned from the board of directors of BBL, and that Michael C. Volpatti and Larry Himelfarb, CA were appointed to the BBL board. BBL’s board of directors currently consists of Jeffrey G. Kerbel, Christopher R. Bratty, Howard C. Kerbel, Michael C. Volpatti and Larry Himelfarb, C.A.
Jeffrey G. Kerbel, the President, Chairman of the Board and Chief Executive Officer of BBL said: “I want to thank each of Messrs. Piecuch, Grant, Smith, De Gasperis and Tanenbaum for their dedication, valuable advice and important contributions over many years. Your efforts and service are greatly appreciated.”
Brampton Brick Limited is Canada’s second largest manufacturer of clay brick, serving markets in Ontario, Quebec and the Northeast and Midwestern United States from its brick manufacturing plants located in Brampton, Ontario and Farmersburg, Indiana. To complement the clay brick product line, the Company also manufactures a range of concrete masonry products, including concrete brick and block as well as stone veneer products. Concrete interlocking paving stones, retaining walls, garden walls and enviro products are manufactured and distributed from facilities in Markham, Hillsdale, Brockville, Cambridge and Brampton, Ontario, in Boisbriand, Quebec and in Wixom, Michigan, and sold to markets in Ontario, Quebec, Michigan, New York, Pennsylvania, Ohio, Kentucky, Illinois and Indiana under the OaksTM and BoehmersTM trade names. The Company’s products are used for residential construction and for industrial, commercial, and institutional building projects.
For more information please contact:
Jeffrey G. Kerbel
President, Chief Executive Officer and Chairman of the Board, Brampton Brick Limited
President and Chief Executive Officer, BBL Acquisitions Inc.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/78182