Teknion Corporation Enters Into Arrangement Agreement With Its Controlling Shareholder
23 January 2008 - 2:09PM
Marketwired
TORONTO, ONTARIO ("Teknion") today announced that it has entered
into an arrangement agreement with its controlling shareholder
A-Tean Holdings Limited ("A-Tean") and 2158436 Ontario Limited
("2158436"), an affiliate of A-Tean, pursuant to which 2158436 has
agreed to acquire all of the subordinate voting shares (the
"Shares") of Teknion not owned by A-Tean and its affiliates for a
price of $3.15 cash per Share (the "Transaction"). The terms of the
arrangement agreement are consistent with the terms of the
previously announced letter agreement relating to the Transaction
entered into between 2158436 and Teknion on December 23, 2007. The
cash purchase price represents a 120% premium over the 30 day
volume weighted average trading price of the Shares at December 21,
2007, the last trading day prior to the public announcement by
Teknion of the Transaction.
The Transaction will be carried out by way of a statutory plan
of arrangement that is subject to court, shareholder and normal
regulatory approvals. Teknion expects to hold a meeting of
shareholders to consider the Transaction on or about Friday,
February 22, 2008, and if approved, to complete the Transaction by
the end of February. It is expected that a management information
circular relating to the Meeting, containing the terms of the
Transaction, will be mailed to Teknion's shareholders by no later
than January 31, 2008.
A-Tean and its affiliates own approximately 62% of the combined
issued and outstanding multiple voting shares and subordinate
voting shares of Teknion. Teknion was advised on December 23, 2007
that 2158436 had entered into agreements with certain institutions
holding approximately 38% of the outstanding Shares, pursuant to
which such shareholders committed to support the Transaction.
Teknion has been further advised that 2158436 has entered into
agreements with shareholders holding an additional 5.1% of the
outstanding Shares, pursuant to which such shareholders have
committed to support the Transaction. As a result of those
agreements, Teknion believes that shareholders holding
approximately 43% of the outstanding Shares have agreed with
2158436 to support the Transaction.
A special committee of independent directors of Teknion,
consisting of Allen Karp, David Sanchez and George Taylor (the
"Special Committee"), each of whom is independent of A-Tean and its
affiliates and of management of Teknion, has reviewed the
Transaction with its independent legal and financial advisors. In
this regard, the Special Committee has received a valuation report
and an opinion from TD Securities Inc. that, as of December 22,
2007, the consideration under the offer is fair, from a financial
point of view, to the holders of the Shares other than A-Tean and
its affiliated entities. The Board of Directors of Teknion (other
than directors affiliated with A-Tean), upon the recommendation of
the Special Committee, has unanimously approved the Transaction and
recommends that shareholders vote in favour of the Transaction.
The Transaction is subject to customary conditions including,
but not limited to, the approval of not less than two-thirds of the
shareholders of Teknion voting at the Meeting and a majority of the
minority shareholders of Teknion voting at the Meeting, the receipt
of all required regulatory approvals and there being no material
adverse change with respect to Teknion.
Forward-Looking Statements
Certain of the above statements are forward-looking statements
with respect to the Company's future prospects. These statements
involve risks and uncertainties that could cause the Company's
financial results to differ materially from stated expectations as
a consequence of a number of factors, including but not limited to:
fluctuations in the Company's operating results due to product
demand arising from competitive and general economic and business
conditions in the Company's North American and international
markets and operations; significant fluctuations in exchange rates
for currencies in which the Company does business; changes in the
cost of raw materials; the ability to maintain the proprietary
nature of the Company's intellectual property in the design and
manufacturing of its products; changes in the size and timing of
customers' order patterns; changes in the Company's markets,
including technology change, changes in customer requirements,
frequent new product introductions by competitors and emerging
standards; the Company's dependence on key personnel; the Company's
dependence on key commitments from significant dealers and
distributors; potential liabilities arising from product defects;
environmental matters and other factors set forth in the Company's
reports and filings with Canadian securities regulators. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Teknion Corporation (TSX: TKN) is a leading international
designer, manufacturer and marketer of office systems and related
office furniture products. Teknion's headquarters are located in
Toronto, Ontario. The company has offices and facilities in Canada,
the United States, the United Kingdom and the Pacific Rim, and
serves clients through a network of authorized dealers worldwide.
Visit Teknion at www.teknion.com.
Contacts: Teknion Corporation Steven E. Cohen Senior Vice
President, Corporate Development (416) 661-1577, ext. 2456 Teknion
Corporation Scott E. Bond Senior Vice President, Chief Financial
Officer & Secretary (416) 661-1577, ext. 2391 Website:
www.teknion.com
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