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MONTRÉAL and VANCOUVER, April 8, 2013 /CNW Telbec/ - EACOM Timber
Corporation (TSXV: ETR) ("EACOM", or the "Company") and Kelso & Company ("Kelso") jointly announce that ET Acquisition Corporation (the "Offeror"), a corporation indirectly owned by funds managed by Kelso, has
mailed its offer to EACOM shareholders, pursuant to a board supported
take-over bid to acquire all of the common shares of EACOM for $0.38 in
cash per common share (the "Offer") and the accompanying take-over bid circular (the "Take-Over Bid Circular") concurrently with EACOM's directors' circular (together, the "Circulars") recommending the bid to EACOM shareholders.
The Offer represents a premium of 46.2% to EACOM's closing share price
of C$0.26 on the TSX Venture Exchange (the "TSX-V") on March 21, 2013, the last trading day prior to the announcement of
the Offer, and a premium of 63.7% to the volume weighted average price
of the EACOM common shares trading on the TSX-V for the 30 trading day
period ending on that date.
The Offeror has mailed the Offer and the accompanying Take-Over Bid
Circular to shareholders concurrently with the EACOM directors'
circular containing the EACOM board of directors' (the "Board of Directors") unanimous recommendation that EACOM shareholders accept the Offer and
deposit their common shares under the Offer.
The expiry time of the Offer will be 5:00 p.m. (Toronto time) on May 13,
2013 (the "Expiry Time").
Copies of the Circulars are available for review under EACOM's public
profile on SEDAR at www.sedar.com.
Recommendation from Board of Directors of EACOM to Deposit
The Board of Directors appointed a special committee (the "Special Committee") to consider strategic alternatives with a view towards maximizing
shareholder value.
Canaccord Genuity Corp. is acting as exclusive financial advisor to
EACOM and is acting as financial advisor to the Special Committee.
Sanabe & Associates, LLC is acting as independent financial advisor to
the Special Committee. Canaccord Genuity Corp. and Sanabe & Associates,
LLC have each delivered a fairness opinion to the Board of Directors
and the Special Committee to the effect that, as of the date thereof
and subject to the assumptions, limitations and qualifications
contained therein, the consideration offered for the EACOM common
shares pursuant to the Offer is fair, from a financial point of view,
to EACOM shareholders.
Following its review of the terms and conditions of the Offer, the
fairness opinions and its consideration of a number of factors, the
Special Committee unanimously recommended the Offer to the Board of
Directors. After receiving the recommendation of the Special Committee,
the Board of Directors has unanimously determined that the Offer is in
the best interests of EACOM and its shareholders and unanimously
recommends that shareholders accept the Offer and deposit their common
shares under the Offer.
A description of the factors considered by the Special Committee and the
Board of Directors and other relevant background information are
included in the Circulars mailed to EACOM shareholders. Copies of the
fairness opinions are also included in EACOM's directors' circular
mailed to EACOM shareholders.
The directors and senior executive officers of EACOM, as well as certain
significant securityholders of EACOM, have entered into lock-up
agreements with the Offeror pursuant to which each has agreed to
deposit all of their common shares (including common shares issuable
upon the exercise or deemed cancellation of options and exercise of
warrants) to the Offer. Common shares representing approximately 43.40%
of the issued and outstanding EACOM common shares on a fully-diluted
basis are subject to the lock-up agreements.
The Offer is subject to customary conditions. The full details of the
Offer are included in the Circulars.
The Offeror has retained Laurel Hill Advisory Group as information agent
in connection with the Offer. Computershare Investor Services Inc. is
the depositary for the Offer. Any questions or requests for assistance
or further information on how to deposit EACOM common shares to the
Offer may be directed to, and copies of the above referenced documents
may be obtained from, the information agent at 1-877-452-7184 (North
America) or 1-416-637-4661 (overseas) or by email at assistance@laurelhill.com or by contacting the depositary at 1-800-564-6253 (North America) or
1-514-982-7555 (overseas) or by email at corporateactions@computershare.com.
If your EACOM Shares are registered in the name of an investment
advisor, stockbroker, bank, trust company or other nominee, you should
immediately contact that nominee for assistance if you wish to accept
the Offer in order to take the necessary steps to be able to deposit
your EACOM common shares under the Offer. Intermediaries likely have
established deposit cut off times that are up to two business days
prior to the Expiry Time. You should instruct your brokers or other
nominees promptly if you wish to deposit.
About EACOM
EACOM Timber Corporation is a TSX-V listed company. The business
activities of EACOM consist of the manufacturing, marketing and
distribution of lumber, wood chips and woodbased value-added products,
and the management of forest resources. EACOM owns eight sawmills, all
located in Eastern Canada, and related tenures. The mills are Timmins,
Nairn Centre, Gogama, Elk Lake and Ear Falls in Ontario, and Val-d'Or,
Ste-Marie and Matagami in Quebec. The mills in Ear Falls, Ontario and
Ste-Marie, Quebec are currently idled. As a result of improved market
conditions, operations in Val-d'Or and Matagami which had been
temporarily shut down in 2011 resumed during the third quarter of 2012.
The mill in Timmins was seriously damaged by fire in January 2012 and
remains shut down. EACOM also owns a lumber remanufacturing facility in
Val-d'Or, Quebec, and a 50% interest in an "I" joist plant in Sault
Ste-Marie, Ontario.
About Kelso
Kelso & Company is one of the oldest and most established firms
specializing in private equity. Since 1980, Kelso has invested in over
115 companies in a broad range of industry sectors with aggregate
initial capitalization at closing of over $40 billion. The firm is
currently investing its eighth investment partnership, Kelso Investment
Associates VIII, L.P., with $5.1 billion of committed capital. For
more information, please visit www.kelso.com.
Advisors
Canaccord Genuity Corp. is acting as exclusive financial advisor to
EACOM and is acting as financial advisor to the Special Committee.
Sanabe & Associates, LLC is acting as independent financial advisor to
the Special Committee.
Dentons Canada LLP is acting as legal counsel to EACOM and Blakes,
Cassels & Graydon LLP is acting as legal counsel to the Special
Committee. Norton Rose Canada LLP is acting as legal counsel to
Canaccord Genuity Corp. and Osler, Hoskin & Harcourt LLP is acting a
legal counsel to Sanabe & Associates, LLC.
Debevoise & Plimpton LLP is acting as legal counsel to Kelso, and
Goodmans LLP and Miller Thomson LLP are acting as Canadian counsel to
Kelso.
Neither the TSX-V nor its Regulation Services Provider (as that term is
defined in the policies of the TSX-V) accepts responsibility for the
adequacy or accuracy of this press release. All director and officer appointments are subject to TSX-V approval.
Forward-Looking Statements
All statements in this news release that are not based on historical
facts are "forward-looking statements". In this news release, such
forward-looking statements include statements regarding the ability of
Kelso to complete the take-over bid, the anticipated benefits of the
take-over bid, the anticipated benefits to EACOM shareholders of the
take-over bid, the timing of the take-over bid and the anticipated
receipt of regulatory approvals for the take-over bid. While management
has based any forward-looking statements contained herein on its
current expectations, the information on which such expectations were
based may change. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
risks, uncertainties and other factors, many of which are beyond our
control and could cause actual results to materially differ from such
statements. Such risks, uncertainties and other factors include, but
are not necessarily limited to, those set forth under "RISKS AND
UNCERTAINTIES" in the Company's current MD&A, and under "RISK FACTORS"
in the Company's Filing Statement dated January 8, 2010.
Additional information relating to EACOM is available at www.eacom.ca and on SEDAR at www.sedar.com .
SOURCE: EACOM
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Terrence A. Lyons
Chairman
(514) 848-6815