Business
Shawcor Ltd. to acquire Garneau Inc.
Shawcor Ltd. to acquire Garneau Inc..
About this update from Green Arrow Resources, Inc.
[{"type":"text","content":"\n\n\n\n\nTORONTO, April 20 /CNW/ - SHAWCOR LTD. (TSX: SCL.SV.A, SCL.MV.B) and\nGARNEAU INC. (TSX: GAR) jointly announced that they have entered into a\ndefinitive arrangement agreement whereby ShawCor Ltd. will acquire all of the\noutstanding common shares of Garneau Inc.\nThe transaction will be effected by means of a court approved plan of\narrangement. Under the terms of the arrangement, shareholders of Garneau\n(other than ShawCor and certain members of the Garneau family) will receive a\ncash payment of $2.20 per share of Garneau. Holders of options to acquire\ncommon shares of Garneau which are not exercised prior to the effective date\nof the plan of arrangement will receive a cash payment per share equal to the\ndifference between $2.20 and the exercise price of the options. Members of the\nGarneau family will exchange their common shares of Garneau Inc. for \nnon-voting preferred shares of Garneau Inc. which preferred shares will be\nredeemable after 3 years and retractable after 2 years at a price to be based\non future profitability of certain ShawCor pipecoating operations, subject to\na minimum of $2.20 per share, and bear fixed cumulative dividends of 5% per\nannum.\nAs part of the plan of arrangement, Garneau Inc. will sell its equipment\nmanufacturing division to Garneau Industries Ltd., a corporation controlled by\nGlen Garneau, for a purchase price of $3.0 million.\nGarneau Inc. established an independent committee of its Board of\nDirectors to consider the transaction. Completion of the plan of arrangement\nis subject to regulatory approval, court approval, the approval of the\nshareholders of Garneau Inc. and to other customary conditions. Shareholders\nwill be asked to approve the transaction at the annual and special meeting of\nshareholders of Garneau Inc. scheduled to be held on May 30, 2006. The\ntransaction will require the approval by holders of two-thirds of the Garneau\nInc. shares and options who vote thereon and by a majority of the minority\nshareholders who vote thereon, excluding the votes of shares owned by ShawCor\nand by certain members of the Garneau family. Garneau Inc. will mail a\nmanagement proxy circular in respect of the meeting to its shareholders in\nearly May. This circular will contain important information respecting this\ntransaction.\nGarneau Inc. engaged Peters & Co. Limit...