Northern announces proposed take-over bid forAttention Business Editors:
Northern announces proposed take-over bid for Sylre Ltd.
(TSX: NFC)
TORONTO, Aug. 25 /CNW/ - Northern Financial Corporation (TSX: NFC)
("Northern" or the "Company") today announced its intention to make an offer
("Offer") to acquire all of the issued common shares of Sylre Ltd. ("Sylre"),
not already owned by Northern, at a price of $0.48 per Sylre share, payable in
Northern shares. Northern owns 602,000 common shares of Sylre representing
approximately 9.5% of the total issued Sylre shares. Sylre has 6,333,000
issued common shares and the Offer is to acquire the remaining 5,731,000 Sylre
shares at a total value of $2,750,880.
Northern has initiated discussions with Sylre regarding the proposed
Offer and anticipates mailing its formal take-over bid circular to the
shareholders of Sylre shortly.
Sylre is a public company with cash resources and no business. The Sylre
shares are listed on the TSX Venture Exchange (TSXV:SIH.H). The Offer will be
subject to certain conditions, in particular that the net asset value of Sylre
shares is at least $0.48 per share on the expiry date of the Offer. The Offer
will not be conditional on a minimum number of Sylre shares being deposited in
the Offer.
In order to acquire Sylre shares, Northern will issue its shares to
depositing holders of Sylre shares at a price equal to the volume weighted
average price of Northern shares during the five trading day period ending on
the second business day prior to the expiry date of the Offer.
On January 30, 2004 Sylre sold its "Sun Ice" trademark and related
rights, representing substantially all of its assets, for $3,500,000 and
changed its name from Sun Ice Limited to Sylre Ltd. At April 30, 2004 Sylre
had cash and cash equivalents of $3,671,000 and working capital of $3,272,000.
Based on Sylre's financial results in the first quarter ended April 30,
2004, Northern estimates the cash resources of Sylre will decline by
approximately $0.02 per share each quarter, or a 4.0% reduction in cash value
per share each quarter.
Northern believes its Offer provides Sylre shareholders with an
opportunity to receive immediate value and liquidity for their Sylre shares.
Sylre shareholders can exchange their Sylre shares, which have virtually no
liquidity with average daily trading volume of 1,000 shares, for Northern
shares which have substantial liquidity with average daily trading volume of
1,280,000 shares.
If the Offer is completed, Northern adds cash resources of approximately
$3 million to its cash and securities portfolio of approximately $7.5 million
at June 30, 2004 for deployment in its merchant banking business and brokerage
business.
Northern Financial Corporation wholly owns Northern Securities, a full
service brokerage firm that provides financial advisory services to retail and
institutional clients and investment banking services to small capitalization
companies.
For further information: Please contact: Ann Krallisch, Director of
Business Development, Northern Securities Inc., (416) 644-8113,
Fax: (416) 644-0270, e-mail: akrallisch@northernsi.com