Enerflex takeover offer from ToromontEnerflex takeover offer from Toromont
2010-01-07 19:52 ET - Takeover Bid
Also Takeover Bid (C-TIH) Toromont Industries Ltd
TSX bulletin 2010-0020
Toromont Industries Ltd. has made an offer dated Nov. 16, 2009, amended by notice of variation and extension dated Jan. 7, 2010, to purchase all of the issued and outstanding units of the trust (symbol: EFX.UN), on the basis of, at the election of the holder, either: (a) $14.25 cash per unit; or (ii) 0.5382 of a common share of the offeror (symbol: TIH) and five cents in cash, subject to prorationing, for each unit of the fund. The offer will expire at 8 p.m. (Toronto time) on Jan. 20, 2010, unless extended or withdrawn.
No fractions of common shares will be issued and any such fraction will be rounded down to the nearest whole number.
The offeror reserves the right to withdraw the offer and not take up and pay for any units deposited under the offer unless all of the conditions set out on pages 3 through 5 of the notice of variation and extension are satisfied, including the condition that there shall have been deposited and not withdrawn by the expiry time at least 66-2/3rds of the outstanding units, on a fully diluted basis, including those units beneficially held by the offeror.
Unitholders wishing to accept the offer must deliver the certificates representing their units, together with duly completed and executed letters of transmittal (mailed to unitholders with the original offer dated Nov. 16, 2009) to CIBC Mellon Trust Company in Toronto so as to be received there prior to the expiry time. Alternatively, unitholders may follow the procedures for guaranteed delivery set out on pages 17 and 18 of the offering circular dated Nov. 16, 2009.
The offering circular dated Nov. 16, 2009, discloses that CIBC World Markets Inc. and TD Securities Inc. have been retained to form a soliciting dealer group consisting of members of the Investment Industry Regulatory Organization of Canada to solicit acceptances of the offer from unitholders resident in Canada. The offeror will pay to any member of the soliciting dealer group whose name appears in the appropriate space in a letter of transmittal accompanying a valid deposit of units, a fee of five cents for each unit deposited and taken up under the offer, subject to a minimum fee of $75 and a maximum fee of $1,200 for any deposits of 700 or more units per beneficial holder.
Mandatory trading and settlement rules
Purchasers may tender the units purchased provided that such purchases are executed on or before the expiry time and provided that, when applicable, the notice of guaranteed delivery is completed and filed with the depositary on or before the expiry time.
Sellers of the units must be in a position to deliver such units in time for the purchaser either to tender the units on or before the expiry time 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 the expiry time and the letter of transmittal along with the units pertaining to the notice of guaranteed delivery must be received in Toronto on or prior to 5 p.m. (Toronto time) on the third Toronto Stock Exchange trading day after the expiry time.
Trading and settlement rules
The following trading and settlement rules will apply:
- All trades on Jan. 19, 2010, will be for regular settlement;
- All trades on Jan. 20, 2010, will be for special two-day settlement on Jan. 22, 2010. These trades will be entered into the CDS system with a settlement date of Jan. 22, 2010.
Investors should contact their brokers for information or advice on their investment.