VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 4, 2014) - Coast Wholesale Appliances Inc. (TSX:CWA) ("Coast") announced today that its board of directors (the "Board") has waived the application of Coast's shareholder rights plan dated March 4, 2014 (the "Rights Plan") with respect to: (i) the revised offer by CWAL Investments Ltd. ("CWAL") to acquire the outstanding common shares of Coast not beneficially owned by CWAL and its joint actors at a price of $4.65 per share (the "Revised Offer"); and (ii) any subsequent acquisition transaction arising from the Revised Offer.
As discussed in Coast's news release dated April 14, 2014, Coast and CWAL entered into an agreement dated April 13, 2014 (the "April 13, 2014 Agreement") pursuant to which CWAL amended the terms and conditions of its original offer such that under the Revised Offer: (i) the condition that at least a majority of the total number of common shares of Coast outstanding, excluding shares beneficially owned by CWAL and its joint actors, has been validly deposited under the Revised Offer (the "Minimum Tender Condition") is irrevocable; and (ii) upon the Minimum Tender Condition being satisfied, and all other conditions of the Revised Offer being satisfied or waived, CWAL will make a public announcement of the satisfaction of the Minimum Tender Condition and extend the expiry date of the Revised Offer for at least 10 additional business days following such announcement.
Coast received notice from CWAL today that the Minimum Tender Condition had been satisfied and, accordingly, as required under the April 13, 2014 Agreement, Coast conditionally waived the application of the Rights Plan today with respect to the Revised Offer to permit CWAL to take-up sufficient shares to meet the Minimum Tender Condition on or after June 4, 2014. Subsequent to this conditional waiver, CWAL advised Coast that it has taken-up sufficient shares to meet the Minimum Tender Condition.
Pursuant to the April 13, 2014 Agreement, CWAL has issued a news release announcing the satisfaction of the Minimum Tender Condition and the extension of the Revised Offer to 4:00 p.m. (Toronto time) on June 20, 2014.
About Coast
Coast is a leading independent supplier of major household appliances and accessories to builders and developers of multi-family and single-family housing, and to retail customers. Founded in 1978, Coast operates stores across the four western provinces and in the Greater Toronto Area of Ontario, as well as a network of warehouse distribution centres strategically situated to serve these locations.
Forward-Looking Statements and Information
Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements and forward-looking information include, but are not limited to: statements concerning the Revised Offer and the waiver of the Rights Plan with respect to any subsequent acquisition transaction arising from the Revised Offer. Such statements and information include statements regarding the expectation and beliefs of management and appear in a number of places and often can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, Coast cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements reflect management's current beliefs and are based on information currently available to Coast. They speak only as of the date hereof, and reflect current assumptions regarding future events and operating performance. These assumptions include, without limitation: slow economic growth in Coast's current market areas; continued fluctuations in exchange rates; continued low interest rates through 2014; continuing cautious credit markets in which Coast's major builder customers obtain financing for their current and future building activities; weak consumer confidence due to the slow economic recovery; and no significant change to the total housing starts in 2014 compared to those recorded in 2013.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause actual results of Coast to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: actions taken by CWAL; actions taken by directors, officers and shareholders of Coast in respect of the Revised Offer; the possible effect of the Revised Offer on Coast's business; sensitivity to general economic conditions; changes in consumer confidence in the economy; maintenance of profitability and management of changes in
Coast's business; competition; increases to interest rates; reliance on suppliers and their ability to supply product for sale on a timely basis; changes in consumer preferences; changes in the mix of product sales; fluctuations in fuel and commodity pricing; usage of extended warranty programs and the costs to deliver these services; changes to planning and supply chain processes; lack of long term supplier agreements; reliance on key personnel; foreign exchange rates as they relate to imported products and Coast's suppliers' costs; and other factors referenced in Coast's continuous disclosure filings which are available on SEDAR at www.sedar.com.
These forward-looking statements are made as of the date hereof and Coast assumes no obligation to update or revise them to reflect new events or circumstances, other than as required by law.