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Exco Technologies Limited — M&A Activity 2000
Nov 28, 2000
43150_rns_2000-11-28_18347bbb-e858-4673-8588-60f657c9c40b.pdf
M&A Activity
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PRESS RELEASE
For Immediate Release
Source: Exco Technologies Limited (TSE: XTC) Source: Techmire Ltd. (TSE: TCM) Contact: Scott Bond, Contact: Diane L. MacIntyre, Vice President Finance Vice President, Finance & Chief Financial Officer & Administration Telephone: (905) 477-3065 Telephone: (514) 354-6110 Fax: (905) 477-2449 Fax: (514) 352-0028 Web site: www.excocorp.com Web site: www.techmire.com E-mail: [email protected] E-mail: [email protected]
Exco and Techmire plan to join forces
Toronto, November 15, 2000 — Exco Technologies Limited and Techmire Ltd. today announced that their respective boards have approved a proposed transaction whereby Exco would offer to acquire all the outstanding common shares of Techmire. The proposed transaction is to be implemented by a take-over bid of Techmire by Exco. The offer price will be $3.85 cash for each Techmire share. Exco intends to finance the transaction through its operating lines.
Yaffe Industrial Group Inc., Eli Yaffe and Stephen Yaffe, who collectively own 1,281,375 common shares, representing approximately 31% of Techmire’s outstanding common shares, have entered into an agreement with Exco pursuant to which they have agreed to irrevocably tender their common shares to Exco’s offer.
An Independent Committee of the Board of Directors of Techmire has reviewed the transaction and has received an opinion from National Bank Financial Inc. that Exco’s proposed offer would be fair, from a financial point of view, to Techmire’s shareholders, other than those that signed the lock-up agreement. The Board of Directors of Techmire supports the proposed offer and will recommend to the shareholders of Techmire that they tender their shares to Exco’s offer. Techmire has entered into a support agreement with Exco with respect to the proposed offer whereby Techmire has agreed not to solicit competing offers and to pay a break fee in certain circumstances. Techmire has retained the right to respond to unsolicited superior offers.
Completion of the transaction is conditional upon satisfaction of certain conditions, including the receipt of any necessary governmental and other regulatory approvals and the deposit at the expiry time of Exco’s offer of at least the greater of (i) 66 2/3% of Techmire’s outstanding common shares (on a fully diluted basis) and (ii) a majority of Techmire’s outstanding common shares (on a fully diluted basis) other than the common shares held by Yaffe Industrial Group Inc., Eli Yaffe or Stephen Yaffe.
It is expected that Exco will mail the take-over bid circular in respect of the offer, on or before November 25, 2000.
Mr. Brian Robbins, the President and Chief Executive Officer of Exco, stated “Techmire is an important strategic fit for Exco as we strive to broaden our casting capabilities. Techmire’s international presence and exposure in multiple industries is consistent with Exco’s objective to secure world-wide leadership in diecasting technology”.
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Mr. Stephen May, the President and Chief Executive Officer of Techmire, stated “the senior management of Techmire are all very enthusiastic about the transaction. We believe that Exco and Techmire are complementary, and joining forces will be good for both companies”.
Exco is a global supplier of casting and extrusion technology, primarily for automotive and other industrial markets. In addition, Exco designs and supplies automotive systems which include powdered metal cylinder liners and automotive restraint netting.
Techmire is the world leader in the design and manufacture of multiple-slide die-casting machines for high precision components, servicing a variety of industries including electronics, automotive, telecommunications and consumer products. Techmire also supplies tooling and turnkey systems.