/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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MONTRÉAL and VANCOUVER, April 8,
2013 /CNW Telbec/ - EACOM Timber Corporation (TSXV: ETR)
("EACOM", or the "Company") and Kelso & Company
("Kelso") jointly announce that ET Acquisition Corporation
(the "Offeror"), a corporation indirectly owned by funds
managed by Kelso, has mailed its offer to EACOM shareholders,
pursuant to a board supported take-over bid to acquire all of the
common shares of EACOM for $0.38 in
cash per common share (the "Offer") and the accompanying
take-over bid circular (the "Take-Over Bid Circular")
concurrently with EACOM's directors' circular (together, the
"Circulars") recommending the bid to EACOM shareholders.
The Offer represents a premium of 46.2% to
EACOM's closing share price of C$0.26
on the TSX Venture Exchange (the "TSX-V") on March 21, 2013, the last trading day prior to the
announcement of the Offer, and a premium of 63.7% to the volume
weighted average price of the EACOM common shares trading on the
TSX-V for the 30 trading day period ending on that date.
The Offeror has mailed the Offer and the
accompanying Take-Over Bid Circular to shareholders concurrently
with the EACOM directors' circular containing the EACOM board of
directors' (the "Board of Directors") unanimous
recommendation that EACOM shareholders accept the Offer and deposit
their common shares under the Offer.
The expiry time of the Offer will be 5:00 p.m. (Toronto time) on May
13, 2013 (the "Expiry Time").
Copies of the Circulars are available for review
under EACOM's public profile on SEDAR at www.sedar.com.
Recommendation from Board of Directors of
EACOM to Deposit
The Board of Directors appointed a special
committee (the "Special Committee") to consider strategic
alternatives with a view towards maximizing shareholder value.
Canaccord Genuity Corp. is acting as exclusive
financial advisor to EACOM and is acting as financial advisor to
the Special Committee. Sanabe & Associates, LLC is acting as
independent financial advisor to the Special Committee. Canaccord
Genuity Corp. and Sanabe & Associates, LLC have each delivered
a fairness opinion to the Board of Directors and the Special
Committee to the effect that, as of the date thereof and subject to
the assumptions, limitations and qualifications contained therein,
the consideration offered for the EACOM common shares pursuant to
the Offer is fair, from a financial point of view, to EACOM
shareholders.
Following its review of the terms and conditions
of the Offer, the fairness opinions and its consideration of a
number of factors, the Special Committee unanimously recommended
the Offer to the Board of Directors. After receiving the
recommendation of the Special Committee, the Board of Directors has
unanimously determined that the Offer is in the best interests of
EACOM and its shareholders and unanimously recommends that
shareholders accept the Offer and deposit their common shares under
the Offer.
A description of the factors considered by the
Special Committee and the Board of Directors and other relevant
background information are included in the Circulars mailed to
EACOM shareholders. Copies of the fairness opinions are also
included in EACOM's directors' circular mailed to EACOM
shareholders.
The directors and senior executive officers of
EACOM, as well as certain significant securityholders of EACOM,
have entered into lock-up agreements with the Offeror pursuant to
which each has agreed to deposit all of their common shares
(including common shares issuable upon the exercise or deemed
cancellation of options and exercise of warrants) to the Offer.
Common shares representing approximately 43.40% of the issued and
outstanding EACOM common shares on a fully-diluted basis are
subject to the lock-up agreements.
The Offer is subject to customary
conditions. The full details of the Offer are included in the
Circulars.
The Offeror has retained Laurel Hill Advisory
Group as information agent in connection with the Offer.
Computershare Investor Services Inc. is the depositary for the
Offer. Any questions or requests for assistance or further
information on how to deposit EACOM common shares to the Offer may
be directed to, and copies of the above referenced documents may be
obtained from, the information agent at 1-877-452-7184
(North America) or 1-416-637-4661
(overseas) or by email at assistance@laurelhill.com or by
contacting the depositary at 1-800-564-6253 (North America) or 1-514-982-7555 (overseas) or
by email at corporateactions@computershare.com.
If your EACOM Shares are registered in the
name of an investment advisor, stockbroker, bank, trust company or
other nominee, you should immediately contact that nominee for
assistance if you wish to accept the Offer in order to take the
necessary steps to be able to deposit your EACOM common shares
under the Offer. Intermediaries likely have established
deposit cut off times that are up to two business days prior to the
Expiry Time. You should instruct your brokers or other
nominees promptly if you wish to deposit.
About EACOM
EACOM Timber Corporation is a TSX-V listed
company. The business activities of EACOM consist of the
manufacturing, marketing and distribution of lumber, wood chips and
woodbased value-added products, and the management of forest
resources. EACOM owns eight sawmills, all located in Eastern Canada, and related tenures. The mills
are Timmins, Nairn Centre, Gogama, Elk
Lake and Ear Falls in
Ontario, and Val-d'Or, Ste-Marie and Matagami in Quebec. The mills in Ear Falls, Ontario and Ste-Marie, Quebec are currently idled. As a
result of improved market conditions, operations in Val-d'Or and Matagami which had been temporarily shut down
in 2011 resumed during the third quarter of 2012. The mill in
Timmins was seriously damaged by
fire in January 2012 and remains shut
down. EACOM also owns a lumber remanufacturing facility in
Val-d'Or, Quebec, and a 50%
interest in an "I" joist plant in Sault
Ste-Marie, Ontario.
About Kelso
Kelso & Company is one of the oldest and
most established firms specializing in private equity. Since
1980, Kelso has invested in over 115 companies in a broad range of
industry sectors with aggregate initial capitalization at closing
of over $40 billion. The firm
is currently investing its eighth investment partnership, Kelso
Investment Associates VIII, L.P., with $5.1
billion of committed capital. For more information,
please visit www.kelso.com.
Advisors
Canaccord Genuity Corp. is acting as exclusive
financial advisor to EACOM and is acting as financial advisor to
the Special Committee. Sanabe & Associates, LLC is acting as
independent financial advisor to the Special Committee.
Dentons Canada LLP is acting as legal counsel to
EACOM and Blakes, Cassels & Graydon LLP is acting as legal
counsel to the Special Committee. Norton Rose Canada LLP is acting
as legal counsel to Canaccord Genuity Corp. and Osler, Hoskin & Harcourt LLP is acting a
legal counsel to Sanabe & Associates, LLC.
Debevoise & Plimpton LLP is acting as legal
counsel to Kelso, and Goodmans LLP and Miller Thomson LLP are
acting as Canadian counsel to Kelso.
Neither the TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this press
release. All director and officer appointments are subject
to TSX-V approval.
Forward-Looking Statements
All statements in this news release that are
not based on historical facts are "forward-looking statements". In
this news release, such forward-looking statements include
statements regarding the ability of Kelso to complete the take-over
bid, the anticipated benefits of the take-over bid, the anticipated
benefits to EACOM shareholders of the take-over bid, the timing of
the take-over bid and the anticipated receipt of regulatory
approvals for the take-over bid. While management has based any
forward-looking statements contained herein on its current
expectations, the information on which such expectations were based
may change. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
risks, uncertainties and other factors, many of which are beyond
our control and could cause actual results to materially differ
from such statements. Such risks, uncertainties and other factors
include, but are not necessarily limited to, those set forth under
"RISKS AND UNCERTAINTIES" in the Company's current MD&A, and
under "RISK FACTORS" in the Company's Filing Statement dated
January 8, 2010.
Additional information relating to EACOM is
available at www.eacom.ca and on SEDAR at www.sedar.com .
SOURCE EACOM