Crown Capital Partners Inc. intends to commence a substantial issuer bid, pursuant to which the corporation will offer to purchase for cancellation up to 1.33 million of its outstanding common shares at a purchase price of $7.50 per share in cash. The corporation will finance the offer using cash on hand and available credit facilities.
The closing price of the shares on the Toronto Stock Exchange (TSX) on Jan. 21, 2022, the last full trading day prior to the corporation's announcement of its intention to make the offer, was $7.02.
The board of directors of the corporation believes that the recent trading price of the shares is not fully reflective of their intrinsic value based on the value of Crown's assets, and its business and future prospects. The board also believes there is currently substantial interest from shareholders of the corporation for the offer, given that the substantial issuer bid completed by Crown in December, 2021, was significantly oversubscribed. Accordingly, the board believes that the offer is a prudent use of the corporation's financial resources given the corporation's business profile and assets, the current market price of the shares, and the corporation's cash requirements. The corporation's directors and officers do not have a present intention to tender any shares pursuant to the offer.
The purchase price represents a 2.28-per-cent premium over the 30-day volume-weighted average closing price of the shares on the TSX for the period ending on Jan. 21, 2022, and a 6.84-per-cent premium over the closing price of the shares on the TSX on Jan. 21, 2022, the last full trading day prior to the corporation's announcement of its intention to make this offer. The number of shares subject to the offer represents approximately 18.75 per cent of the total number of shares outstanding.
Details of the offer, including instructions for tendering shares to the offer and the factors considered by the board making its decision to approve the offer, will be included in the formal offer to purchase and issuer bid circular and other related documents, which are expected to be mailed to shareholders, filed with applicable Canadian securities
administrators, and made available free of charge on or about Jan. 28, 2022, on SEDAR and on the corporation's website. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer. The offer will not be conditional on any minimum number of shares being tendered but will be subject to various other conditions that are typical for a transaction of this nature.
The offer will expire at 5 p.m. ET on March 7, 2022, unless terminated or extended by the corporation. If more than 1.33 million shares are properly tendered to the offer, the corporation will take up and pay for the tendered shares on a pro rata basis according to the number of shares tendered, except that odd lot tenders (of holders beneficially owning fewer than 100 shares) will not be subject to proration. Assuming that 1.33 million shares are purchased pursuant to the offer, the aggregate purchase price pursuant to the offer will be $9,975,000.
The board has obtained a valuation from Evans & Evans Inc. to the effect that, based on and subject to the assumptions and limitations stated in such opinion, as of Sept. 30, 2021, the fair market value per share falls within the range of $7.69 to $7.95 per share. A copy of the valuation will be included in the offer documents.
The board has authorized the making of the offer. However, the board is not making any recommendation to any shareholders as to whether to tender or refrain from tendering their shares under the offer. Shareholders are strongly urged to consult their own financial, tax and legal advisers, and to make their own decisions whether to tender or to refrain from tendering their shares to the offer and, if so, how many shares to tender.
The corporation completed a substantial issuer bid on Dec. 22, 2021, pursuant to which the corporation purchased 1,333,333 shares from tendering shareholders for cancellation at a price of $7.50 per share for aggregate purchase price of $9,999,997.50.
The corporation completed a substantial issuer bid on July 27, 2021, pursuant to which the corporation purchased 599,854 shares from tendering shareholders for cancellation at a price of $5.50 per share for aggregate purchase price of $3,079,197.
The corporation was authorized by the TSX to purchase up to 600,000 shares pursuant to a normal course issuer bid (NCIB) that commenced on April 13, 2021, and expires on April 12, 2022. Since April 13, 2021, the corporation has purchased 49,600 shares through the NCIB. There will be no further purchases of shares under the NCIB until after the expiry of the offer or date of termination of the offer. Under the corporation's prior normal course issuer bid that commenced on April 13, 2020, and expired on april 12, 2021, the corporation purchased a total of 393,930 shares at a volume-weighted average price of $4.09 for cancellation thereunder.
Any questions or requests for information may be directed to TSX Trust Company, as the depositary for the offer, as follows:
North American toll-free: 1-866-600-5869
About Crown Capital Partners Inc.
Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a leading specialty finance company currently operating mainly in the telecommunications infrastructure and distributed power markets. It focuses on alternative asset classes that require a specialized capital partner, and it aims to create long-term value by acting as both a manager of investment funds for institutional partners and as a direct investor in operating businesses serving these markets.