Key Transaction Highlights:
- BrightPath shareholders to receive $ 0.80 per share in cash, representing an aggregate
transaction value of approximately $145 million;
- The purchase price represents a premium of 46% to the 30-day volume weighted average price of $0.547; and
- BrightPath's board of directors unanimously recommends that BrightPath shareholders vote in favour of the transaction.
TORONTO, May 23, 2017 /CNW/ - BrightPath Early Learning
Inc. (TSX-V: BPE) ("BrightPath" or the "Company") and Busy Bees Holdings Limited ("Busy Bees"), announced
today that Busy Bees and BrightPath have entered into a definitive arrangement agreement (the "Arrangement Agreement")
pursuant to which Busy Bees, through Eagle Bidco Limited, an affiliate of Busy Bees ("Eagle Bidco"), will acquire all of
the issued and outstanding common shares of BrightPath (the "BrightPath Shares") at a price of $0.80 per BrightPath Share in cash, representing a premium of 46% over the volume-weighted average price of
BrightPath Shares on the TSXV of $ 0.547 for the 30 trading days prior to this announcement.
The transaction is valued at approximately $145 million and will be carried out pursuant to the
Arrangement Agreement under a court-approved statutory plan of arrangement governed by the Canada Business Corporations Act (the
"Arrangement").
The board of directors of BrightPath (the "Board") has unanimously approved entering into the Arrangement Agreement and
has determined that the Arrangement is fair to the BrightPath shareholders and is in the best interests of BrightPath and
recommends that shareholders vote in favour of the Arrangement. Cormark Securities Inc. has provided a fairness opinion to the
Board in connection with the Arrangement to the effect that, as of the date of such opinion, and subject to the assumptions,
limitations and qualifications set forth therein, the consideration to be received by BrightPath's common shareholders pursuant
to the Arrangement is fair, from a financial point of view.
Jeffrey Olin, Chairman of BrightPath, commented, "After considering and pursuing several
options to maximize value for shareholders of BrightPath, the Board believes this is a compelling transaction and price for
shareholders. We are pleased that shareholders will be rewarded for their support and commitment in creating, nurturing and
advancing BrightPath. The purchase price represents a significant premium to the market price for the shares both recently
and over the past several years. In addition, we are pleased that the opportunity to create a leading national, high
quality professionally managed early learning child care company, as envisioned by its founding shareholders, has been recognized
in this transaction. From a startup company just 7 years ago, BrightPath is now recognized as a Canadian leader. We are proud to
have developed and opened several new state-of-the-art early learning centres in underserved communities and create more than
2,200 high quality jobs for early learning and other professionals. This transaction will also serve Canadian families well by
ensuring that a high quality and well-funded owner with a long-term commitment to the industry can advance BrightPath's strategic
goals and opportunities."
The completion of the proposed Arrangement is subject to a number of customary conditions and regulatory approvals, including
any required approvals under the Competition Act (Canada), the approval of the Ontario
Superior Court of Justice (Commercial List) and the approval of two-thirds of the votes cast by BrightPath's shareholders at an
annual and special meeting of shareholders (the "Meeting") to be convened for such purpose, among other matters.
Details concerning the record date for the Meeting, the mailing date and Meeting date will be announced in the coming days.
Each of the directors of BrightPath who beneficially own BrightPath Shares and certain other BrightPath
shareholders (collectively, the "Locked-Up Shareholders") have entered into voting and support agreements (the
"Voting Agreements") with Eagle Bidco and BrightPath pursuant to which the Locked-Up Shareholders have agreed, subject to
the terms thereof, to vote their BrightPath Shares in favour of the Arrangement. The Locked-Up Shareholders hold, collectively,
approximately 22% of the outstanding BrightPath Shares.
Pursuant to the Arrangement Agreement, BrightPath is subject to customary non-solicitation covenants and other obligations
customary in similar transactions. In certain circumstances where the Arrangement Agreement is terminated, including if the
Board changes its recommendation or BrightPath terminates the Arrangement Agreement to enter into a superior proposal, BrightPath
has agreed to pay Eagle Bidco a termination fee of $3,600,000. In addition, BrightPath has
agreed to reimburse Eagle Bidco for its expenses relating to the Arrangement in certain circumstances.
A copy of the Arrangement Agreement and the plan of arrangement relating thereto, the management proxy circular of BrightPath,
the Voting Agreements and other related documents will be filed with the Canadian securities regulatory authorities and will be
available for viewing on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com.
Unless otherwise indicated, all dollar amounts in this press release are in Canadian dollars.
Advisors and Counsel
Cormark Securities Inc. has provided the fairness opinion to the Board. Fasken Martineau DuMoulin LLP is acting as legal
counsel to BrightPath.
BMO Capital Markets is acting as financial advisor to Busy Bees. Torys LLP is acting as legal counsel to Busy Bees.
About BrightPath Early Learning Inc.
BrightPath is a Canadian leader in the child care industry with 77 locations in major markets across the country. Meeting the
highest standards in curriculum, nutrition, technology and recreational programing, BrightPath is committed to providing families
the very best child development programs and care that Canada has to offer.
About Busy Bees
Busy Bees is the UK's largest provider of quality child care, looking after 35,000 children across the country, in 329
nurseries. Founded in 1984, Busy Bees is committed to providing quality care for children in a safe, caring environment, meeting
each child's individual social, physical and emotional needs. In addition to its UK presence, Busy Bees also operates 70
nurseries across Singapore and Malaysia, including the Asian
International College.
This news release includes "forward-looking information" and forward looking statements" (collectively referred to as the
"forward-looking statements") within the meaning of Canadian securities legislation and regulation, including those regarding the
transaction. Statements including words such as "may", "will", "could", "should", "would", "plan", "potential", "intend",
"anticipate", "believe", "estimate" or "expect" and other words, terms and phrases of similar meaning are forward-looking
statements. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and
uncertainties. Such forward-looking statements include, but are not limited to, the expected timing of completion of the
transaction and the ability to receive the required regulatory, court and shareholder approvals. Although we believe that the
expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, we can give no
assurance that such statements will prove to be correct. A wide variety of potential risks, uncertainties, and other factors
could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements
including, but not limited to the possibility that the transaction will be rejected by the Company's shareholders; the
possibility that even if the transaction is approved by the Company's shareholders, the transaction will not close or that the
closing may be delayed; and the failure to obtain and the timing to obtain court approval for the transaction. For more
information about risks and uncertainties that the Company is exposed to, you should read the "Risk and Uncertainties" included
in its most recent management discussion and analysis which is available at www.sedar.com.
The forward-looking statements contained in this news release are expressly qualified in their entirety by the foregoing
cautionary statements. All such forward-looking statements are based upon data available as of the date of this release or other
specified date and speak only as of such date. All subsequent written and oral forward-looking statements attributable to us or
any person acting on our behalf about any of the matters covered in this release are qualified by these cautionary statements and
in the "Risk and Uncertainties" included in the Company's most recent management discussion and analysis which is available at
www.sedar.com. We expressly disclaim any obligation to update or revise
any forward-looking statement, whether as a result of new information, change in circumstances, future events, or
otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE BrightPath Early Learning Inc.
View original content: http://www.newswire.ca/en/releases/archive/May2017/23/c4548.html