Mosaic Capital to be acquired for $277.3-millionI I watched the debentures get bought up and here we go..... 60 % premium from todays price! Congrats to all that held and believed!
2021-06-28 08:36 ET - News Release
Mr. Cam Deller reports
MOSAIC TO BE ACQUIRED FOR $5.50 PER SHARE IN ALL CASH TRANSACTION
Mosaic Capital Corp. has entered into an arrangement agreement with 2356340 Alberta Inc., a newly formed private company owned by an entity controlled by Fairfax Financial Holdings Ltd. and MCC Holdings Ltd. pursuant to which the purchaser has agreed to acquire all of the outstanding common shares of Mosaic for $5.50 per share in cash for a consolidated enterprise value (inclusive of debt) of approximately $277.3-million. At closing of the transaction, Mosaic's outstanding convertible unsecured subordinated debentures will be acquired for consideration of $1,000 plus accrued and unpaid interest for each $1,000 principal amount.
Transaction highlights
Premium to market price -- The consideration to be paid pursuant to the arrangement for each common share represents a 61.7-per-cent premium to the $3.40 closing price of the common shares on the TSX Venture Exchange on June 25, 2021, the last trading day prior to the public announcement of the arrangement, and a 65.9-per-cent premium to the 20-day volume-weighted average common share price on the TSX-V for the period ending June 25, 2021;
Cash consideration and immediate liquidity -- The consideration to be received by shareholders is payable entirely in cash, providing shareholders with certainty of value and immediate liquidity, and removes the risks associated with continued ownership of the common shares;
Historical trading information -- Trading in the common shares has been subject to low volumes and infrequency of trades for the last several years, indicating that the ability of shareholders to realize the current trading price for their common shares is highly unlikely;
Special committee -- Mosaic's board of directors formed a special committee of non-management directors to provide oversight, guidance and specific instructions with respect to the negotiations involving the arrangement. The members of the special committee unanimously concluded that $5.50 per common share is the highest price that the purchaser was willing to pay to acquire the common shares;
Access to capital and public markets -- Given the large amount of obligations comprising Mosaic's outstanding indebtedness, and continuing lack of investor interest in diversified small capitalization companies, the special committee believes that Mosaic has limited ability to utilize the public equity markets, and any financings through such markets would be associated with a high cost of capital and significant dilution to existing shareholders. Therefore, the special committee does not believe that Mosaic's limited access to the public equity markets justifies the cost of remaining a public company;
Lack of alternative transactions -- From 2018 to 2020, Mosaic's management sought to identify, without success, potential strategic and financial parties who may be interested in undertaking a business combination or significant financing with Mosaic. The special committee believes that the inability to attract interest from potential merger and acquisition and financing partners over that time period is indicative of the remote likelihood that other potential acquirers may emerge;
Ability to respond to superior proposals -- Notwithstanding the special committee's determination regarding the remote likelihood of other potential acquirers emerging, Mosaic retains the ability, under the terms of the arrangement, to consider and respond to unsolicited superior proposals, and to enter into any such superior proposal upon payment of a $1.8-million termination fee;
Reverse termination amount -- The purchaser is obligated to pay to Mosaic a reverse termination amount of $1.8-million in certain circumstances where there is a failure to consummate the arrangement when required to do so under the terms of the arrangement;
Support agreements -- Certain shareholders, who collectively beneficially own or exercise control over approximately 41.6 per cent of Mosaic's outstanding common shares, have entered into hard voting and support agreements pursuant to which they have agreed to vote their common shares in favour of the arrangement.
William H. Smith, QC, vice chairman of Mosaic and chair of the special committee, commented: "After careful deliberation, we are pleased to unanimously recommend that our shareholders vote in favour of this transaction. We believe the value offered is attractive at this juncture in Mosaic's history. Furthermore, given the unique challenges related to diversified small-cap public companies in Canada we believe that Mosaic's underlying portfolio companies are better positioned for future success with Mosaic structured as a private company."
Transaction details
The transaction will involve the purchaser acquiring all of the common shares of Mosaic for $5.50 per share in cash. It will be implemented through a statutory plan of arrangement under the Business Corporations Act (Alberta).
Completion of the transaction is subject to various conditions, including approval by shareholders at a special meeting, court and regulatory approvals and provision of financing by Mosaic's lenders. It is currently expected to close in early August, 2021.
It is a term of the plan of arrangement that all of Mosaic's outstanding convertible unsecured subordinated debentures will be acquired for consideration of $1,000 plus accrued and unpaid interest for each $1,000 principal amount.
The foregoing summary is qualified in its entirety by the provisions of the arrangement agreement, a copy of which will be filed on SEDAR. Mosaic will mail a management information circular and certain related documents to shareholders in connection with the special meeting to consider and vote on the transaction, copies of which will also be filed on SEDAR.
Mosaic board of directors recommendation and fairness opinion
The board of directors, after receiving the unanimous recommendation of the special committee and in consultation with its legal advisers, has unanimously determined that the transaction is in the best interests of Mosaic and fair to shareholders and is recommending that shareholders vote in favour of the transaction.
Evans & Evans Inc. has provided a fairness opinion to the special committee and board of directors that based upon and subject to the assumptions and limitation described in its opinion, the consideration to be received by shareholders pursuant to the transaction is fair, from a financial point of view, to the shareholders.
Advisers
Farris LLP is acting as legal counsel to the special committee and to the company. Evans & Evans has provided the special committee and the board of directors with a fairness opinion in respect of the transaction. Fillmore Riley LLP is acting as legal counsel to the purchaser and MCC Holdings. Torys LLP is acting as legal counsel to Fairfax Financial Holdings. Osprey Capital Partners Inc. is acting as sole financial adviser to MCC Holdings.
About Mosaic Capital Corp.
Mosaic is a Canadian investment company that owns a portfolio of established businesses which span a diverse range of industries and geographies. Mosaic's strategy is to create long-term value for its shareholders through accretive acquisitions, long-term portfolio ownership, sustained cash flows and organic portfolio growth. Mosaic achieves its objectives by maintaining financial discipline, acquiring businesses at attractive valuations, performing extensive acquisition due diligence, utilizing optimal transaction structuring and working closely with subsidiary businesses after acquisition.