Going privateMr. Mario Grilli and His Family Propose a Going-Private
Transaction for Grilli Property Group Inc.
Monday August 23, 5:34 pm ET
MONTREAL, QUEBEC--(CCNMatthews - Aug. 23, 2004) - Grilli Property Group Inc. (the
Company) announces that Mr. Mario Grilli, Chairman of the Board and Chief Executive Officer
and controlling shareholder of the Company, proposed to the Board of Directors a going-private
transaction to acquire all of the outstanding common shares of the Company other than shares
held by companies under his control and the control of members of his family. The companies
controlled by Mr. Mario Grilli and the members of his family already hold collectively 12,124,841
common shares of the Company, being 85.2% of the 14,237,763 outstanding common shares.
Pursuant to the proposed going-private
transaction, the shareholders of the
Company will receive for each common
share of the Company they hold, an
amount of $3.82 per share. This price
has been determined through an arm's
length negotiation with a group of
important minority shareholders (of
which more than 5% of the outstanding
shares of the Company are held by one
holder) (the Important Minority
Shareholders). This price represents a
premium of 19.7% over the book value
of $3.19 of the common shares of the
Company as at May 31, 2004, the last
day of its most recently completed
quarter, a premium of 29.9% over the
average trading price for the last 20
days on the TSX Venture Exchange (the Exchange) and a premium of 34.0% over the closing
price of the Company's shares on the Exchange on August 23, 2004.
The Board of Directors received a support and voting agreement entered into between the
Important Minority Shareholders and companies controlled by Mr. Mario Grilli and the members
of his family pursuant to which the Important Minority Shareholders undertook to vote in favour
of the proposed transaction. The Important Minority Shareholders hold more than 50% of the
outstanding shares that are not held by Mr. Mario Grilli and the members of his family.
On August 11, 2004, the Board of Directors established a committee of the Board comprised
solely of independent members, namely Messrs. Luc Henrico and Edward Gaiotti. The
mandate of the committee was to study the going-private transaction proposed by Mr. Mario
Grilli and the members of his family. The independent committee has concluded that the
proposed transaction is fair and recommends that shareholders vote in favour of the transaction.
The proposed transaction will be effected through the amalgamation of the Company with a
newly-incorporated company that will be wholly-owned by entities controlled by Mr. Mario Grilli
and the members of his family. Pursuant to the amalgamation, each shareholder of the
Company, other than the companies controlled by Mr. Mario Grilli and the members of his
family, will receive one redeemable preferred share of the amalgamated company for each
common share of the Company held immediately prior to the amalgamation. Each redeemable
preferred share will then be redeemed for $3.82 payable cash by the amalgamated company.
A special meeting of the shareholders of the Company will be held on or about October 20,
2004 to consider the proposed transaction. The amalgamation is subject to the approval of not
less than two-thirds of the shareholders of the Company voting at the meeting and a majority of
the minority shareholders of the Company voting at the meeting. Further details of the proposed
transaction will be contained in the management proxy circular to be mailed to shareholders.
Contact:
Grilli Property Group Inc.
Mr. Mario Grilli
Chairman of the Board and Chief Executive Officer
Phone: (514) 694-0463
Source: GRILLI PROPERTY GROUP INC.