Dorel Announces Increase in Purchase Price for Going-Private Transaction

- Purchase price increased to C$16.00 in cash per share

MONTRÉAL, Feb. 01, 2021 (GLOBE NEWSWIRE) -- Dorel Industries Inc. (TSX: DII.B, DII.A) (“Dorel”) announces that it has entered into an amendment   (the “Amending Agreement”) to the arrangement agreement dated November 12, 2020 (the “Arrangement Agreement”) under which a buyer group (the “Buyer Group”) led by an affiliate of funds managed by Cerberus Capital Management, L.P. (“Cerberus”) has agreed to acquire, for an increased purchase price of C$16.00 in cash per share, all of Dorel’s issued and outstanding Class A Multiple Voting Shares and Class B Subordinate Voting Shares, except for an aggregate of 4,009,410 Class A Multiple Voting Shares and 2,573,503 Class B Subordinate Voting Shares owned by Martin Schwartz, Alan Schwartz, Jeffrey Schwartz, Jeff Segel and certain members of their respective immediate families (collectively, the “Family Shareholders”), by way of a statutory plan of arrangement under the Business Corporations Act (Québec) (the “Arrangement”).

The increase in the purchase price follows exchanges and discussions with shareholders holding more than 50% of Dorel’s Class B Subordinate Voting Shares. The revised terms for the Arrangement and the Amending Agreement have been unanimously approved by Dorel’s Board of Directors (with Martin Schwartz, Alan Schwartz, Jeffrey Schwartz and Jeff Segel having recused themselves), acting on the unanimous recommendation of the Special Committee comprised of Dorel’s six independent directors.

The increased purchase price of C$16.00 per share represents a 10.3% increase to the initial purchase price of C$14.50 per share. It also represents a premium of:

• 267.8% to the C$4.35 closing price of Dorel’s Class B Subordinate Voting Shares on the Toronto Stock Exchange (“TSX”) on February 20, 2020, the date which preceded a five-day market correction related to the COVID-19 pandemic;
• 45.2% to the C$11.02 closing price of the Class B Subordinate Voting Shares on the TSX on September 4, 2020, the date on which the Buyer Group was granted exclusivity; and
• 30.9% and 18.5% to the 60-day and 30-day volume weighted average trading price, respectively, of the Class B Subordinate Voting Shares on the TSX for the period ended October 30, 2020.

The increased purchase price of C$16.00 per share is above the mid-point of the range for the fair market value of the shares of C$14.00 to C$17.00 per share as of November 12, 2020, as set out in the formal valuation of TD Securities Inc. (the “TD Securities Valuation”) completed under the supervision of the Special Committee, subject to the scope of review, assumptions and limitations contained therein.