Homburg Canada Incorporated (HCI), a company indirectly controlled by Richard Homburg, announced its intention to launch a public takeover bid to acquire all of the issued and outstanding common shares of Homburg Invest Inc. (HII) not currently owned or controlled, directly or indirectly, by HCI for CAD$3.25 per Class A Share and Class B Share in cash
The offer would represent a premium of 48 per cent over the closing price of the Class A Shares on the Toronto Stock Exchange and a premium of 51 per cent over the closing price of the Class A Shares on NYSE Euronext Amsterdam on June 6, 2011, the last date prior to HII announcing that it had received a proposal from HCI to privatize HII by way of a plan of arrangement for CAD$3.25 per Class A Share and Class B Share in cash. If and when the offer is made and is declared unconditional, the NYSE Euronext Amsterdam holders of Class A Shares will receive on the settlement date the equivalent of the Offer Price in Euros at the then prevailing exchange rate.
HCI currently controls, directly or indirectly, approximately 46.2 per cent of the combined total outstanding Class A Shares and Class B Shares of HII, carrying approximately 72.5 per cent of the total outstanding voting rights. The Offer, if and when made, would therefore be an insider bid pursuant to Multilateral Instrument 61-101 in Canada and will further comply with the Dutch takeover rules to the extent applicable. HCI will comply with all regulatory requirements in making the Offer, including full disclosure of the formal valuation obtained by the independent committee of the Board of Directors of HII.
Given the announcement by the Board of Directors of HII on July 25, 2011, that it would not support the previously announced proposal from HCI to privatize HII by way of a plan of arrangement for CAD$3.25 per Class A Share and Class B Share in cash, HCI concluded it must proceed by way of a public takeover bid to be in a position to offer CAD$3.25 per Class A Share and Class B Share to all HII shareholders in cash. Apart from its July 25, 2011 press release, the Board of Directors of HII did not give any reasons to HCI as to why it would not enter into an arrangement agreement to allow HII shareholders to vote on the privatization proposal. HCI has made every effort to conclude open negotiations with the HII Board of Directors to arrive at an agreed transaction by way of a plan of arrangement and remains open to further discussion with the HII Board of Directors on the Offer or a plan of arrangement.
HCI believes the $3.25 all-cash offer, if and when made, would be highly attractive to HII shareholders as it provides immediate cash liquidity for shareholders at a premium far exceeding average Canadian going private transaction premiums in the last decade. Furthermore, it would offer HII shareholders certainty on value for their shares and HCI firmly believes that the combination of HCI and HII would significantly strengthen HII’s balance sheet to the immediate and long term benefit of all HII’s stakeholders, including the bondholders.