BUI $7.25 cash purchase offer - 80% of sharesHello everyone,
Buhler $7.25 cash purchase offer for 80% of shares
2007-10-19 19:08 ET - Share Purchase
TSX bulletin 2007-1473
Combine Factory Rostselmash Ltd. has made an offer dated Sept. 25, 2007, to purchase 20 million common shares, representing 80 per cent of the issued and outstanding shares of Buhler Industries Inc., at a price of $7.25 cash per share. The offer will expire at 5 p.m. (Toronto time) on Oct. 29, 2007, unless withdrawn or extended.
The offeror reserves the right to withdraw the offer and not take up and pay for any shares deposited under the offer unless a number of conditions set out in Section 4 of the offer are satisfied, including the condition that there shall have been validly deposited under the offer and not withdrawn at least 80 per cent of the outstanding shares (calculated on a fully diluted basis).
If more then 20 million shares are deposited under the offer and not withdrawn, the shares to be purchased from each depositing shareholder will be determined on a pro rata basis, disregarding fractions by rounding down to the nearest whole number of common shares. The remaining 20 per cent of the shares held by shareholders will continue to be free trading shares on the Toronto Stock Exchange so long as Buhler remains listed.
The offeror has entered into a lock-up agreement pursuant to which the locked up securityholders (as described in the offer) have agreed to tender pursuant to the offer and not withdraw, except in certain circumstances, the shares beneficially owned by them, representing a total of approximately 19.5 million shares or approximately 78 per cent of the currently issued and outstanding shares. Shareholders wishing to accept the offer must deposit their share certificates together with a duly completed and executed letter of transmittal with Computershare Investor Services Inc. at its principal office in Calgary or Toronto, so as to be received there prior to the expiry time. In lieu of depositing securities in the manner described above, securities may be deposited in accordance with the procedures for guaranteed delivery referred to on page 11 of the offer.
The TSX has been advised that no soliciting dealer group has been retained for the purposes of the offer, and no fee will be payable to any broker or dealer that solicits or facilitates acceptance of the offer.
Trading and settlement rules
Purchasers may tender the shares purchased providing that such purchases are executed on or before Oct. 29, 2007, and providing that, when applicable, the notice of guaranteed delivery is completed and filed with the depositary on or before Oct. 29, 2007.
Sellers of the shares must be in a position to deliver such shares in time for the purchaser either to tender the shares on or before Oct. 29, 2007, or to meet the third-day delivery deadline on any notice of guaranteed delivery that may have been filed by the purchaser.
Notice of guaranteed delivery -- settlement procedure
The notice of guaranteed delivery must be completed and received by the depositary on or prior to expiry time and the letter of transmittal along with the shares pertaining to the notice of guaranteed delivery must be received in Toronto on or prior to 5 p.m. (Toronto time) on the third TSX trading day after the expiry time.
Trading and settlement rules:
1. All trades on Oct. 26, 2007, will be for regular settlement.
2. All trades on Oct. 29, 2007, will be for special two-day settlement on Oct. 31, 2007. These trades will be entered into the CDS system with a settlement date of Oct. 31, 2007.
Investors should contact their broker for information or advice on their investment.
GLTA,
I_luv_GVG