Trimac Corp's board of directors, on the recommendation of a special committee of its independent directors, has approved the previously announced proposal to privatize Trimac, and Trimac has entered into an arrangement agreement providing for the privatization.
Under the proposed transaction, which is to be effected by an arrangement under the Business Corporations Act (Alberta), all shareholders of Trimac, other than those participating in the privatization, will receive $9.50 cash for each of their Trimac shares. The shareholders participating in the privatization consist of members of the McCaig family and certain members of Trimac management.
The board of directors unanimously adopted the special committee's recommendations and concluded that the arrangement is fair to the shareholders of Trimac (other than the shareholders participating in the privatization). The special committee's recommendations were based on considerations including a fairness opinion received by the committee from its independent financial adviser, RBC Dominion Securities Inc.
Trimac also has obtained an interim order of the Alberta Court of Queen's Bench, which requires that Trimac hold a special meeting of its shareholders to approve the arrangement. The special meeting of shareholders is to be held Nov 21, 2000. Trimac expects to mail an information circular relating to the special meeting, together with related materials, to shareholders shortly. Such materials will be sent to shareholders of record as of Oct 16, 2000.
Besides approval by Trimac shareholders, the arrangement is subject to final approval of the Alberta Court of Queen's Bench and all regulatory approvals. If all approvals are received, and other closing conditions satisfied, the arrangement is expected to be completed shortly after the special meeting of Trimac shareholders. Commitments have been obtained from a Canadian-chartered bank and another major Canadian institutional investor for financing the transaction subject to satisfaction of closing conditions.