WATERDOWN, ONTARIO–(Marketwired – March 10, 2016) – As previously announced on February 12, 2016, Opta Minerals Inc. (“Opta Minerals“) (TSX:OPM) has entered into a definitive acquisition agreement (the “Acquisition Agreement“) with Speyside Equity Fund I LP (“Speyside“) pursuant to which a subsidiary of Speyside will acquire (the “Acquisition“) all of the issued and outstanding common shares of Opta Minerals (the “Opta Shares“).
The Acquisition will be completed by way of amalgamation of Opta Minerals and a subsidiary of Speyside (“Acquiror“) pursuant to Section 181 of the Canada Business Corporations Act (the “Amalgamation“). Pursuant to the Amalgamation, all of the issued and outstanding Opta Shares, other than those held by Acquiror, will be converted, on a one-for-one basis, into redeemable shares (“Redeemable Shares“) of the amalgamated corporation (“Amalco“). The Redeemable Shares will then be immediately redeemed by Amalco in exchange for: (i) C$0.5202 per share payable in cash (the “Cash-only Consideration“); or (ii) at the election of the shareholder, C$0.3526 per share payable in cash plus an unsecured subordinated promissory note of Amalco in the principal amount of C$0.1676 per share (the “Cash and Note Consideration“). Shareholders who fail to make a proper election or fail to make an election by 9:00 a.m. (Toronto time) on March 29, 2016 will be deemed to have elected to receive the Cash-only Consideration pursuant to the Amalgamation.
Among other conditions to the completion of the Amalgamation, the Amalgamation is subject to the approval of 66 2/3% of the votes cast by shareholders of Opta Minerals, voting in person or by proxy, at a special meeting of the shareholders of Opta Minerals called to consider the Amalgamation (the “Meeting“). Approval of the Amalgamation by a “majority of the minority” of shareholders will also be sought at the Meeting under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Meeting is scheduled to be held at the offices of Wildeboer Dellelce LLP, 365 Bay Street, Suite 800, Toronto, Ontario at 9:00 a.m. (Toronto time) on March 31, 2016.
Further information regarding the Acquisition and the Amalgamation is contained in the management information circular of Opta Minerals dated March 1, 2016 prepared in connection with the Meeting which has been mailed to shareholders and is also available under Opta Minerals’ SEDAR profile at www.sedar.com.
The parties expect that the Amalgamation will be completed shortly after the Meeting, subject to satisfaction of all conditions to closing set out in the Acquisition Agreement.
As previously announced on January 12, 2016, Opta Minerals has received notice from the Toronto Stock Exchange (the “TSX“) that the Opta Shares will be delisted from the TSX on the basis that Opta Minerals no longer meets its continued listing requirements. It is anticipated that the Opta Shares will continue to be listed on the TSX pending the consummation of the Amalgamation and delisted shortly thereafter.
About Opta Minerals
Opta Minerals is a vertically integrated provider of custom process solutions and industrial mineral products used primarily in the steel, foundry, loose abrasive cleaning, water-jet cutting and municipal water filtration industries. Opta Minerals has production and/or distribution facilities in Ontario, Quebec, Saskatchewan, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Idaho, France, Slovakia and Germany.
About Speyside Equity
Formed in 2005, Speyside Equity employs an operationally intensive approach to investing in specialty chemicals, industrials/metal forming and food ingredients businesses. It targets companies with a history of strong revenue, a defensible position in their respective markets, and a core group of managers that can move the business forward. Speyside prefers situations where there are opportunities to leverage its operating expertise to improve financial performance and create sustainable long-term value.
Since its formation, Speyside has successfully executed numerous platform investments and add-on acquisitions using its own capital. The team made its first investment in Sweet Ovations, a food ingredient company, in 2005 and had its first exit in 2010 when it sold Stahl Specialty Company. This principal-driven investment philosophy and approach will continue in its $130 million institutional fund closed in January 2016, Speyside Equity Fund I LP.
Forward Looking Information
Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this press release include, without limitation, statements relating to: the Acquisition and the proposed Amalgamation under the Acquisition Agreement; the ability of the parties to satisfy the conditions to closing of the Acquisition; the anticipated timing of the completion of the Acquisition; and the proposed de-listing of the Opta Shares from the TSX. Words such as “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “potential” and similar expressions may be used to identify these forward-looking statements although not all forward-looking statements contain such words.
Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including risks associated with the Acquisition and acquisitions generally, such as the failure to satisfy the closing conditions contained in the Acquisition Agreement, the absence of material adverse changes or other events which may give the parties a basis on which to terminate the Acquisition Agreement, and the ability of the parties to complete and mail the information circular in respect of the Meeting and hold the Meeting within the time frames indicated. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, Opta Minerals does not intend to or assume any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.