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Spuds21on Sep 22, 2017 1:27am
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Polaris Announces Receipt of Superior Proposal
Polaris Announces Receipt of Superior Proposal
Polaris Announces Receipt of Superior Proposal
VANCOUVER, Sept. 21, 2017 /CNW/ - Polaris Materials Corporation (TSX:PLS) (the "Company" or "Polaris"), announced that it has received an unsolicited offer from a major US construction materials company listed on a US stock exchange (the "New Offeror"), pursuant to which an affiliate of the New Offeror, has offered to acquire all of the issued and outstanding common shares of the Company by way of a statutory plan of arrangement for cash consideration of C$3.40per share (the "New Offer").
On August 28, 2017, the Company entered in an arrangement agreement (the "Vulcan Agreement") with Vulcan Materials Corporation and an affiliate of Vulcan Materials Corporation (together, "Vulcan") whereby Vulcan agreed to acquire all of the issued and outstanding common shares of the Company by way of statutory plan of arrangement (the "Plan of Arrangement") and the board of directors of Polaris (the "Board") recommended that shareholders vote in favour of the Plan of Arrangement. Under the Plan of Arrangement shareholders would receive C$2.79 per share.
The Board has considered the materials provided by the New Offeror and, following consultation with its financial advisors and outside legal counsel, has determined in good faith that the New Offer is or could reasonably be expected to result in a Superior Proposal under the Vulcan Agreement. In accordance with the Vulcan Agreement, the Company has notified Vulcan that it considers the New Offer to be a Superior Proposal under the Vulcan Agreement and that the five business day matching period (the "Matching Period") has commenced, during which Vulcan has the right to propose to amend the terms of the Vulcan Agreement and the Plan of Arrangement in order for the New Offer to cease to be a Superior Proposal. The Matching Period expires at 4:00 pm Vancouver time on Thursday, September 28, 2017.
At this time, there can be no assurance that the New Offer will lead to a termination of the Vulcan Agreement and the execution of a definitive agreement with the New Offeror and, accordingly, the Board has not changed its recommendation regarding the offer under the Vulcan Agreement. Securityholders who have questions regarding the Arrangement or require assistance with voting may contact the Proxy Solicitation Agent below: