(All amounts are in Canadian dollars unless otherwise
noted.)
TERREBONNE, QC, June 13,
2024 /CNW/ - ADF GROUP INC. ("ADF" or the
"Corporation") (TSX: DRX), a North American leader in the
fabrication of steel superstructures, announced today that it has
entered into private agreements with Jean, Pierre and Marise Paschini, members of the Board
of Directors and the Corporation's management team, through Les
Placements Jean et Diane Paschini Inc., Gestion P.R.
Paschini Inc., Les Placements M.A.P.S. Inc. and
Groupe JPMP Inc., to purchase, for cancellation, a total of
2,766,287 Subordinate Voting Shares (including 2,266,287 Multiple
Voting Shares converted into Subordinate Voting Shares), at a price
of $17.31 per share, for a total
consideration of $47.9 million.
The purchase price represents a discount of 8.5% to the closing
price of the Subordinate Voting Shares on the Toronto Stock
Exchange on June 12, 2024. ADF Group
will pay the purchase price from its available cash.
As announced on June 11, 2024, the
Corporation's Board of Directors has established a Special
Committee composed of independent directors to review the terms of
the share repurchase and to make a recommendation to the Board of
Directors with respect thereto. After consulting with its legal
counsel, Fasken Martineau DuMoulin LLP, and its financial advisor,
National Bank Financial Inc., the Special Committee unanimously
recommended that the Board of Directors approve the share
repurchase. Following the recommendation of the Special Committee,
the Board of Directors has approved the share repurchase and
determined that it is in the best interests of ADF Group and that
it is a prudent use of ADF Group liquidities. Jean, Pierre and Marise Paschini did not participate
in the Board of Directors' deliberations or vote with respect to
the share repurchase. A favorable decision has been obtained from
the Autorité des marchés financiers ("AMF") to exempt the
Corporation from the requirements applicable to issuer bids under
applicable legislation.
The sale of shares is effected by Jean, Pierre and Marise Paschini for asset
diversification and estate planning purposes. Following the
purchase, 12,076,820 Multiple Voting Shares and 17,797,099
Subordinate Voting Shares will continue to be issued and
outstanding, and Jean, Pierre and Marise
Paschini will continue to beneficially own, directly or
indirectly, or exercise control over an aggregate of 12,076,820
Multiple Voting Shares, representing 40.4% of the shares and 87.2%
of the voting rights attached to the issued and outstanding shares
of ADF Group Inc., compared with 45.5% and 89.0% respectively,
immediately prior to the completion of the repurchase. Jean,
Pierre and Marise Paschini have
informed the Corporation that they are not considering any further
share sales and that they remain fully committed to growing the
Corporation. The agreements provide for commitments by Jean,
Pierre and Marise Paschini not to
sell, for a period of 120 days following the repurchase, any other
shares of ADF Group that they hold following the repurchase.
"This share repurchase, combined with our recent dividend
increase, represents an opportunity to create shareholder value
through our cash utilization initiatives. The share repurchase will
immediately be accretive to earnings per share. Our favorable
financial position, the size of our order backlog and our cash flow
generation profile place us in an ideal position to pursue these
initiatives," said Guy
Pelletier, Independent Director and Chairman of the
Special Committee of the Board of Directors.
The share repurchase is expected to occur on or about
June 17, 2024. ADF Group will not
issue any other press release in connection with this share
repurchase.
About ADF Group Inc. | ADF Group Inc. is a North
American leader in the design and engineering of connections,
fabrication, including the application of industrial coatings, and
installation of complex steel structures, heavy steel built-ups, as
well as in miscellaneous and architectural metals for the
non-residential infrastructure sector. ADF Group Inc. is one of the
few players in the industry capable of handling highly technically
complex mega projects on fast-track schedules in the commercial,
institutional, industrial and public sectors. The Corporation
operates two fabrication plants and two paint shops, in
Canada and in the United States, and a Construction Division
in the United States, which
specializes in the installation of steel structures and other
related products.
Forward-Looking Statements | This press release contains
forward-looking statements that reflect ADF's objectives and
expectations. These statements are identified by words such as
"expects" as well as by the use of future and conditional verb. By
their nature, these statements involve risks and uncertainties.
Consequently, actual facts may differ from ADF's expectations.
Website: www.adfgroup.com
SOURCE ADF Group Inc.