Business
Century II Holdings Inc. Announces Proposed Acquisition by Transforce IncomeFund
Century II Holdings Inc. Announces Proposed Acquisition by Transforce IncomeFund.
About this update from Futuregen Industries Corp.
[{"type":"text","content":"\n\n\n\nTSX Symbol: CH\n\n\nTORONTO, Aug. 2 /CNW/ - Century II Holdings Inc. (the "Company")\nannounced that the Company and Transforce Income Fund ("Transforce") (TSX:\nTIF:UN) executed a letter of intent (the "LOI") on August 2, 2007, pursuant to\nwhich Transforce agreed to acquire all of the issued and outstanding shares in\nthe capital of the Company. The LOI was approved by the Board of Trustees of\nTransforce and the Board of Directors of the Company.\n\n\nThe LOI contemplates the acquisition by Transforce, by way of business\ncombination, of all of the issued and outstanding shares of the Company,\nincluding 967,000 shares reserved for issuance pursuant to options held by\nemployees, at a price equal to the aggregate of $8.00 plus working capital of\nthe Company as at the closing date. Based on the working capital of the\nCompany as at March 31, 2007, the total consideration would be $9.75 per\nshare. Incremental increases in working capital from March 31, 2007 to the\nclosing date will result in an increase of the value of the transaction to\nshareholders. The Company and Transforce anticipate completion of the\ntransaction on October 31, 2007.\n\n\nThe transaction is conditional upon satisfactory completion of formal\ndocumentation (which will include the final structure of the transaction),\nregulatory approval, completion of due diligence by Transforce, if determined\nnecessary by the Company receipt of a satisfactory opinion from an independent\nfinancial advisor as to the fairness of the transaction and satisfactory\nsupport agreements to be entered into by the two major shareholders of the\nCompany, namely the Millard Group and Jaguar Financial. The parties anticipate\ncompletion of formal documentation by August 31, 2007. The Millard Group, and\nits principals, who collectively own 3,824,774 common shares, have indicated\ntheir support of the transaction. A Special Meeting of Shareholders will be\nconvened to consider the business combination. Shareholders will be provided\nwith full information and documentation related to the transaction in due\ncourse.\n\n\nA Special Committee of independent directors was established to lead\nnegotiations with Transforce with respect to the development of the LOI and\nfor the purposes of finalizing formal agreements.\n\n\nCommenting on the transact...