Groupe Laperriere & Verreault Inc.
/C O R R E C T I O N -- GROUPE LAPERRIERE & VERREAULT INC/
Montreal, Canada (ots/PRNewswire)
In the news release, "GL&V Sells its Process Group to FLSmidth for US$950 M and Spins Off to Shareholders its Water Treatment and Pulp and Paper Groups" issued on 20 Apr 2007 09:21 GMT, by GROUPE LAPERRIERE & VERREAULT INC over PR Newswire, we are advised by a representative of the company that all dollar values should have been Canadian rather than U.S. as incorrectly transmitted by PR Newswire. Complete, corrected release follows:
- Upon the closing of the transaction, GL&V shareholders will receive,
for each GL&V share held, a cash consideration of CDN$33 and one share
of a new corporation ("NewCo") combining the Water Treatment, Pulp and
Paper and Manufacturing groups.
- Attractive transaction for shareholders given premium over GL&V's
current share price and ongoing opportunity to participate in NewCo's
future growth.
- GL&V's Board of Directors supports the transaction and recommends that
shareholders vote in favour of the transaction.
- Transaction scheduled to close at the end of July 2007; NewCo, which
will be seeking a listing on the TSX Exchange, will be held by GL&V's
shareholders and led by the same senior management team.(Note: All amounts are expressed in Canadian dollars unless
otherwise indicated.) GROUPE LAPERRIERE & VERREAULT INC. ("GL&V" or
"the Company"; ticker symbols GLV.A, GLV.B/TSX) and the Danish
company FLSmidth & Co. (" FLS"; ticker symbol FLS B/CSE) announced
today that they have entered into an agreement whereby, through a
court-approved plan of arrangement (the "Arrangement"), FLS will
acquire all the outstanding Class A subordinate voting shares and
Class B multiple voting shares of GL&V. In connection with the
Arrangement, GL&V will transfer its Water Treatment, Pulp and Paper
and Manufacturing groups into a new corporation ("NewCo") which will
be seeking a listing on the TSX Exchange and that will be spun off to
shareholders. Following the Arrangement, FLS will effectively own
100% of GL&V's Process Group (the "Process Group") in exchange for a
consideration of CDN$840 M in cash (equivalent to CDN$33 per share)
and the assumption of net debt of approximately CDN$110 M.Pursuant to the Arrangement, each GL&V shareholder will receive a per- share consideration consisting of CDN$33 in cash and one share of NewCo. Holders of Class A subordinate voting shares and Class B multiple voting shares of GL&V will receive respectively Class A subordinate voting shares and Class B multiple voting shares of NewCo for each corresponding share held. According to management, the cash consideration of CDN$33 per GL&V share and the share of NewCo (the "Consideration") represents an attractive premium over GL&V's share price.
Value Maximizing Transaction for GL&V Shareholders
Laurent Verreault, Chairman of the Board and Chief Executive Officer of GL&V, indicated this transaction is perfectly consistent with GL&V's core objective of maximizing shareholder value. "The price offered by FLS not only provides our shareholders with a significant immediate return on the Process Group's assets, but also offers them the opportunity to continue participating, as NewCo shareholders, in the growth of the Water Treatment and Pulp and Paper Groups: two well-established global entities equipped with solid technologies. Furthermore, the development of these groups will continue to be driven by the same vision, entrepreneurial culture, rigorous management and corporate governance upon which GL&V has built its strength and success."
According to Laurent Verreault, the price offered by FLS for the Process Group - i.e. approximately CDN$950 M, including the assumption of net debt - notably reflects the added value recognized by the ore processing industry, which is undergoing consolidation, in global suppliers capable of offering comprehensive solutions that complete their customers' process flowsheets. "Over the past seven years, GL&V has built its Process Group through selective acquisitions and well performed integrations. In 1999 and 2002, the acquisitions of Dorr-Oliver and EIMCO spearheaded this group's international expansion and provided it with complementary liquid/ solid separation technologies. With the acquisition of Krebs International in December 2006, we completed the Process Group's offering in liquid/solid separation technologies for the mining industry, which greatly increased its value. For its part, FLS has, over the years, built a market leadership in technological solutions targeted to almost all stages of mineral processing (extraction, comminution, pyroprocessing and handling) except one: liquid/solid separation. At a time when industry consolidation calls for a transaction of this type and size, this deal is beneficial to both GL &V and FLS."
"This timely and opportune transaction is a win-win situation, not only for GL&V's and FLS's respective shareholders, but also for customers who will benefit from stronger value-added solutions, as well as for the Process Group's employees who will pursue their career in a company that will be the industry leader. GL&V's other employees will continue to exercise their professional skills in NewCo, through a seamless transition in terms of structure, management style, leadership and objectives. In addition, NewCo's officers and managers will be able to focus their efforts and energies on developing NewCo's business and entrepreneurial culture. In other words, the transaction provides shareholders with the opportunity to participate in "another GL&V", whose priority will be to continue creating shareholder value".
Transaction Structure
Plan of Arrangement
The proposed Arrangement is subject to shareholder approval by resolution approved by no less than 75% of the votes cast in each class of shares (Class A Subordinate Voting and Class B Multiple Voting) and GL&V expects to present the matter to shareholders at a special meeting. The Arrangement is also subject to a number of conditions including approval by the Superior Court of Quebec, acceptance by the TSX Exchange and other regulatory approvals.
Support of Key Shareholders and Board of Directors
Laurent Verreault and Richard Verreault, representing directly or indirectly approximately 0.2% of GL&V's Class A subordinate voting shares and 65.1% of GL&V's Class B multiple voting shares, have entered into a soft lock-up agreement with FLS to vote in favour of the Arrangement.
The Support Agreement contains customary provisions prohibiting GL&V from soliciting any other acquisition proposal, but allowing termination in certain circumstances upon exercise by the Board of Directors of its fiduciary duties, subject to the payment by GL&V of a termination fee to FLS of CDN$25 M.
In addition, GL&V's Board of Directors has received a fairness opinion from CIBC World Markets Inc. to the effect that, as of the date hereof and based on and subject to the factors, assumptions and limitations described in the CIBC World Markets opinion, the Consideration offered to GL&V's shareholders pursuant to the Arrangement is fair, from a financial point of view, to GL&V's shareholders. Upon the recommendation of a transaction committee comprised of independent Board members, GL&V's Board has concluded unanimously (Laurent Verreault and Richard Verreault abstaining) that shareholders should vote in favour of the Arrangement.
Tax Considerations
The transaction will create two taxable events for GL&V shareholders:
- Subject to tax authorities' confirmation, the distribution of NewCo
shares will constitute a return of capital of approximately CDN$2.65
per class A share and will reduce adjusted cost base (return of
capital on Class B shares, if any, will be minimal). Difference
between NewCo fair market value ("FMV") and the return of capital will
constitute an eligible dividend for tax purposes.
- The sale of GL&V's shares will constitute proceeds of disposition for
tax purposes.Further details will be contained in an Arrangement Circular that is expected to be mailed to shareholders on or about June 15, 2007, in connection with a special meeting that will be held to consider the Arrangement and the Arrangement Agreement.
NewCo: POSITIONED TO TAKE ADVANTAGE OF MARKET TRENDS AND ITS RECENT
ACQUISITIONS
NewCo will be managed by GL&V's current senior management team (with the exception of the Process Group's officers and managers), including Laurent Verreault, who will continue to act as Chairman of the Board and Chief Executive Officer, Richard Verreault, President and Chief Operating Officer, Marc Barbeau, Vice-President and Chief Financial Officer, Graham Lawes, Vice-President and General Manager of the Water Treatment Group, and William Mahoney, Senior Vice-President of the Pulp and Paper Group. NewCo's Board of Directors will consist of a majority of independent members, selected with the view of ensuring continuity between GL&V and NewCo and maintaining the same quality of governance. The list of senior officers and future directors of NewCo will be provided in the Arrangement Circular, which is expected to be mailed to GL&V's shareholders on or about June 15, 2007.
Richard Verreault, President and Chief Operating Officer, indicated that NewCo will inherit and operate a solidly established worldwide business with an excellent product portfolio and a large, diversified customer base, together with some 1,500 skilled employees and an experienced management team. NewCo will also benefit from the Water Treatment and Pulp and Paper groups recent acquisitions and efficient integrations. Indeed, these two groups have completed eleven acquisitions over the past two years, six since April 2006.
"NewCo's mission will be to become a world leader in targeted industrial and municipal solutions, with a strong focus on the fast-growing environmental technology sector. "We intend to foster NewCo's profitable growth and creation of long-term shareholder value by replicating the same business model and strategies that have proven successful for GL&V over the last three decades. We will continue to concentrate on targeted expansion through the acquisition and efficient integration of complementary businesses, enhancing our technology portfolio to provide customers with complete high-performance solutions, building our aftermarket business and maintaining an optimal cost structure, through efficient outsourcing."
"The global water treatment industry holds considerable growth and consolidation potential for the future. In recent years, GL&V has rolled out substantial efforts, first to set up its Water Treatment Group, and then to provide it with the latest technologies to competitively position it in promising niches within this industry, which is still fragmented and expected to undergo consolidation in upcoming years. Subsequent to our most recent acquisitions, we are structuring this group to improve its profitability and market response. We are confident regarding the future of this group, which will continue to expand through acquisitions in order to, among others, complete its technological portfolio. The Pulp and Paper Group has acquired various technologies over the past two years in response to new trends in the global marketplace, including certain state-of-the-art pulp process equipment in December 2006, which recently allowed it to win a contract in Portugal worth approximately CDN$60 M", added Richard Verreault.
Financial Overview of NewCo
For the twelve-month period ended December 31, 2006, the operations that will comprise NewCo generated revenues of CDN$374 M while, on December 31, 2006, its order backlog totalled CDN$257 M (excluding the close to CDN$60 M contract recently awarded to the Pulp and Paper Group). Marc Barbeau, Vice-President and Chief Financial Officer, commented on NewCo's expected financial results. "Based on a combination of factors including the current order backlog, our assessment of market conditions, acquisitions made over the past year and the expected reduction in head office expenses due to the transfer of the Process Group to FLS, we estimate that NewCo will achieve sales of between CDN$500 M and CDN$545 M and EBITDA of between CDN$25 M and CDN$30 M within its first full year of operation following the transaction". NewCo will benefit from a healthy capital structure that will provide it with the ability to grow. At closing, NewCo will assume a total net debt of CDN$50 M.
Pursuant to the Arrangement, the share capital of NewCo will consist of 22,781,521 Class A subordinate voting shares and 2,607,359 Class B multiple voting shares, which corresponds to the number of such issued and outstanding shares of GL&V as of the date hereof, assuming the exercise of all the stock options outstanding. The provisions relating to the two share classes will be substantially similar to those in GL&V's articles.
National Bank Financial Inc. acted as financial advisor to GL&V in connection with the Transaction. Furthermore, NewCo obtained a fully underwritten and committed loan facility of CDN$175 M from National Bank Financial Inc.
Forward-Looking Statements
Certain statements set forth in this press release that describe the objectives, projections, estimates, expectations or forecasts of both GL&V and NewCo may constitute forward-looking statements within the meaning of securities legislation. GL&V's management would like to point out that, by their very nature, forward-looking statements involve a number of risks and uncertainties such that NewCo's future results could differ materially from those indicated. Factors of uncertainty and risk that might result in such differences include trends in the demand for NewCo's products and cost of its raw materials, fluctuations in the value of various currencies, pressures exerted on prices by the competition, compliance with environmental legislation and general changes in economic conditions. There can be no assurance as to the materialization of the results, performance or achievements as expressed in or underlying the forward-looking statements. Unless required to do so pursuant to applicable securities legislation, GL&V's management assumes no obligation as to the updating or revision of the forward-looking statements as a result of new information, future events or other changes.
About GL&V
Founded in 1975, GL&V is a world leader in liquid/solid separation technologies used in a large number of industrial, municipal and environmental processes. The Process Group, which is intended to be transferred to FLS pursuant to the terms of the Arrangement, offers an extensive selection of liquid/solid separation solutions intended for metal and minerals processing, as well as various other industrial markets such as pulp and paper, energy, chemicals, petrochemicals and food processing. The Pulp and Paper Group, which will be transferred to NewCo pursuant to the terms of the Arrangement, specializes in the design and marketing of equipment used in various stages of pulp and paper production, notably chemical pulping, pulp preparation and sheet formation, and is a recognized leader in rebuilding, upgrading and optimization services for existing pulp and paper equipment. The Water Treatment Group, also to be transferred to NewCo pursuant to the terms of the Arrangement, specializes in the development and marketing of equipment for the treatment of municipal and industrial wastewater, drinking water and process water used in various industrial processes, as well as water intake screening solutions for power stations and refineries. Finally, an operating unit, GL&V Manufacturing, which will also be transferred to NewCo pursuant to the terms of the Arrangement, specializes in the production of large custom-made parts for external customers involved mainly in the pulp and paper and energy sectors, as well as GL&V's other units. GL&V is present in 40 countries on six continents and currently has approximately 2 ,400 employees.
Reference is also made to FLSmidth & Co. press release issued today.
CONFERENCE CALL WITH INVESTORS
Friday, April 20, 2007 at 9:30 a.m. (Montreal Time)
To participate in the conference call, please dial 1-800-732-9307 a few
minutes before the start of the call. For those unable to participate, a
taped re-broadcast will be available from Friday, April 20, 2007, at
11:30 AM until midnight Friday, April 27, 2007, by dialing
1-877-289-8525; access code 21227954 (number sign). THE CONFERENCE CALL
WILL ALSO BE AVAILABLE AT WWW.GLV.COM.
A presentation on the transaction will be posted early Friday, April 20,
2007 in the Investor Relations section of GL&V's website, at
www.glv.com.
CONFERENCE CALL WITH REPRESENTATIVES OF THE MEDIA
Friday, April 20, 2007 at 11:00 a.m. (Montreal Time)
To participate in the conference call, please dial 1-800-732-9303 a few
minutes before the start of the call.
Selected Financial Information Fact Sheet
(All figures are in thousands of CDN$, except when otherwise
indicated)
FLS OFFER
- Approximately CDN$840M in cash (CDN$33 per share)
- Assumption of GL&V's net debt, except for a net debt of CDN$50M
assumed by NewCo (approx. CDN$110M as at December 31, 2006)
- Total acquisition price of approximately CDN$950M
- EV / PF 2007E EBITDA of Process Group(1): 14.2x
NEWCO
Segmented Information (unaudited)
Water Pulp & Other &
Treatment Paper Elimi-
Group Group nation Total
LTM Figures as at
Dec-31-06(2)
Revenues 165,118 204,822 3,669 373,609
EBITDA 7,453 14,254 -17,040 4,667
EBITDA with projected
head office savings 7,453 14,254 -11,250 10,457
Next 12 months Guidance
Revenues 280,000 242,000 -2,000 520,000
EBITDA 22,400 19,600 -15,000 27,000
Sales Backlog as at
Dec-31-06 93,934 174,384 -11,759 256,559
Pro Forma Selected Balance
Sheet Items as at Dec-31-06
Net working capital 82,500
Net debt 50,000
Shareholders' equity 125,000
Fully diluted book value per share CDN$ 4.92
TAX CONSIDERATIONS OF THE TRANSACTION(for illustrative purposes only)(3)
Adjusted cost base
calculation for GL&V
Class A shares
Adjusted cost base (for
illustrative purposes) CDN$20.00
Return of capital(4)(5) CDN$ 2.65
Revised adjusted cost base CDN$17.35
Capital gain
Cash consideration CDN$33.00
Revised adjusted cost base CDN$17.35
Capital gain CDN$15.65
Eligible dividend
FMV of NewCo share (for
illustrative purposes) CDN$ 6.00
Return of capital(4)(5) CDN$ 2.65
Eligible dividend CDN$ 3.35
(1) Adjusted for the acquisition of Krebs and excluding corporate costs
(2) Not adjusted to reflect a full year of acquired operations
(3) For illustrative purposes only and as such, should not be
interpreted or construed to be tax advice; further details will be
disclosed in the Arrangement Circular
(4) Return of capital on Class B shares will be minimal, if any
(5) Subject to tax authorities' confirmation
>>Contact:
For further information: Investors: Marc Barbeau, Vice-President and
Chief Financial Officer, +1-(514)-284-2224, www.glv.com; Josée
Lefebvre, +1-(514)-845-1224; Media: Amély Tremblay,
+1-(514)-289-8688, ext. 226/