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     439  0 Kommentare Leading Independent Proxy Advisor ISS Recommends NAPEC Shareholders and Warrantholders Vote FOR the Arrangement Resolution

    DRUMMONDVILLE, QUEBEC--(Marketwired - Jan. 18, 2018) - NAPEC Inc. ("NAPEC" or the "Company") (TSX:NPC) is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), the leading independent proxy advisory firm, has recommended that shareholders and warrantholders vote FOR the arrangement (the "Arrangement") pursuant to which funds managed by Oaktree Capital Management L.P. ("Oaktree"), will acquire all of the issued and outstanding common shares of NAPEC for $1.95 in cash per share (the "Purchase Price") at the special meeting of shareholders and warrantholders on February 5, 2018.

    NAPEC's Board of Directors have unanimously recommended that NAPEC's shareholders and warrantholders vote in favour of the Arrangement.

    Pierre L. Gauthier, NAPEC's President and Chief Executive Officer welcomed the positive ISS recommendation and said: "We appreciate that ISS has acknowledged the benefits of the Arrangement with Oaktree and has recommended shareholders and warrantholders to vote in favour of the transaction. Furthermore, this transaction represents a unique opportunity to provide a significant reward to our shareholders while also enabling NAPEC and its employees to enter into a new phase of growth supported by Oaktree's capital, industry expertise, experience and insight."

    ISS has recommended that NAPEC shareholders and warrantholders vote FOR the Arrangement for a number of reasons, including the fact that the "offer's all-cash consideration provides current NAPEC shareholders with certainty of value at a high premium, while exiting their investment in the company; the sales process appears to be adequate as NAPEC was able to negotiate an increase in the purchase price from $1.45 to $1.95 per NAPEC share; and the Arrangement makes strategic sense as NAPEC stands to benefit from Oaktree's financial strength and will become part of a much larger organization, as well as Oaktree's intention to support the growth of NAPEC".

    In connection with the Arrangement, Oaktree's offer represents:

    • Purchase Price of $1.95 in cash per share representing a premium of 35.4% to the closing price on December 1, 2017 and a premium of 43.9% to the 20‐day volume weighted average price on the TSX.
    • A total transaction value of approximately $320 million, including the assumption of indebtedness.
    • Oaktree's Power Opportunities strategy partners with management teams of leading companies that provide equipment, services and/or software used in the generation, transmission, distribution, and consumption of electricity, natural gas and other utility resources.
    • Oaktree intends to leverage the expertise of the management team led by Pierre L. Gauthier, President and Chief Executive Officer, and intends on maintaining its head office in the Province of Quebec post‐closing.

    Shareholders and warrantholders of NAPEC are encouraged to read the Management Information Circular, a copy of which is available under their respective profile on the SEDAR website (www.sedar.com).

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    Leading Independent Proxy Advisor ISS Recommends NAPEC Shareholders and Warrantholders Vote FOR the Arrangement Resolution DRUMMONDVILLE, QUEBEC--(Marketwired - Jan. 18, 2018) - NAPEC Inc. ("NAPEC" or the "Company") (TSX:NPC) is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), the leading independent proxy advisory firm, has recommended that …