RE:RE:RE:RE:Trading HaltManagement in the press release said:
"While the estimated net amount of distributions to shareholders is lower than our original estimate — primarily due to a reduction in net working capital in the 3rd quarter as both growers and customers were reluctant to transact during the critical harvest period pending greater certainty in our strategic process — we believe this transaction represents excellent value for LWI" said Bruce Scherr , Chairman of the Board of Directors of LWI.
Here's the definition from the Circular. So, LWP is saying the drop in business was because of the process. Probably Scoular is trying to say there was a material adverse effect in the business drop off. In my experience in things like this, it is very hard to prove a material adverse effect, even if business drops off a lot, so hopefully this just goes away.
“Material Adverse Effect” means any fact or state of facts, circumstance, change, effect, occurrence or event that, individually or in the aggregate, is material and adverse to (a) the condition (financial or otherwise) of the Business, or to the assets, business or operations of the Vendors and the Acquired Subsidiaries, taken as a whole, or (b) the ability of the Company or the Vendors or the Acquired Subsidiaries to consummate the Sale Transaction without material delay or impairment, except, in the case of clause (a), to the extent of any fact or state of facts, circumstance, change, effect, occurrence or event resulting from: (i) any actions taken (or omitted to be taken) by the Vendors or the Acquired Subsidiaries at the written request of the Purchaser; (ii) the announcement of the Purchase Agreement or the Sale Transaction contemplated hereby; (iii) any changes affecting the pulse, specialty crop processing and merchandising industries in Canada, the United States or any other jurisdiction in which the Business is conducted or otherwise where product or merchandise is sold by the Vendors or the Acquired Subsidiaries, which do not have a disproportionate effect on the Vendors or the Acquired Subsidiaries taken as a whole, compared to their industry peers; (iv) general economic, financial, currency exchange or securities conditions in Canada, the United States or any other jurisdiction in which the Business is conducted or otherwise where product or merchandise is sold by the Vendors or the Acquired Subsidiaries, which do not have a disproportionate effect on the Vendors or the Acquired Subsidiaries taken as a whole, compared to their industry peers; (v) the commencement or continuation of any war, armed hostilities or acts of terrorism; or (vi) any failure to meet any internal or publicly disclosed projections, forecasts or estimates of, or guidance relating to, revenue, earnings, cash flow or other financial metrics of the Vendors and the Acquired Subsidiaries, whether made by or attributed to the Vendors or the Acquired Subsidiaries or any financial analyst or other Person; provided, that, the underlying facts, circumstances, changes, effects, occurrences or events resulting in such failure may be taken into consideration in determining the existence of a Material Adverse Effect.