CALGARY, AB, Jan. 24, 2022 /CNW/ - Crown Capital
Partners Inc. ("Crown" or the "Corporation") (TSX: CRWN) today
announced its intention to commence a substantial issuer bid (the
"Offer") pursuant to which the Corporation will offer to purchase
for cancellation up to 1,330,000 of its outstanding common shares
(the "Shares") at a purchase price of $7.50 per Share in cash (the "Purchase Price").
The Corporation will fund the Offer using cash on hand and
available credit facilities.
The closing price of the Shares on the Toronto Stock Exchange
(the "TSX") on January 21, 2022, the
last full trading day prior to the Corporation's announcement of
its intention to make the Offer, was $7.02.
The board of directors of the Corporation (the "Board") believes
that the recent trading price of the Shares is not fully reflective
of their intrinsic value based on the value of Crown's assets and
its business and future prospects. The Board also believes there is
currently substantial interest from shareholders of the Corporation
("Shareholders") for the Offer given that the substantial issuer
bid completed by Crown in December
2021 was significantly oversubscribed. Accordingly, the
Board believes that the Offer is a prudent use of the Corporation's
financial resources given the Corporation's business profile and
assets, the current market price of the Shares and the
Corporation's cash requirements. The Corporation's directors and
officers do not have a present intention to tender any Shares
pursuant to the Offer.
The Purchase Price represents a 2.28% premium over the 30-day
volume weighted average closing price of the Shares on the TSX for
the period ending on January 21,
2022, and a 6.84% premium over the closing price of the
Shares on the TSX on January 21,
2022, the last full trading day prior to the Corporation's
announcement of its intention to make this Offer. The number of
Shares subject to the Offer represents approximately 18.75% of the
total number of Shares outstanding.
Details of the Offer, including instructions for tendering
Shares to the Offer and the factors considered by the Board making
its decision to approve the Offer, will be included in the formal
offer to purchase and issuer bid circular and other related
documents (the "Offer Documents"), which are expected to be mailed
to shareholders, filed with applicable Canadian Securities
Administrators and made available free of charge on or about
January 28, 2022 on SEDAR at
www.sedar.com and on the Corporation's website at
https://crowncapital.ca/. Shareholders should carefully read the
Offer Documents prior to making a decision with respect to the
Offer. The Offer will not be conditional on any minimum number of
Shares being tendered but will be subject to various other
conditions that are typical for a transaction of this nature.
The Offer will expire at 5 p.m. Eastern
time on March 7, 2022, unless
terminated or extended by the Corporation. If more than 1,330,000
Shares are properly tendered to the Offer, the Corporation will
take-up and pay for the tendered Shares on a pro-rata basis
according to the number of Shares tendered, except that "odd lot"
tenders (of holders beneficially owning fewer than 100 Shares) will
not be subject to pro-ration. Assuming that 1,330,000 Shares are
purchased pursuant to the Offer, the aggregate purchase price
pursuant to the Offer will be $9,975,000.
The Board has obtained a valuation (the "Valuation") from Evans
& Evans, Inc. to the effect that, based on and subject to the
assumptions and limitations stated in such opinion, as of
September 30, 2021, the fair market
value per Share falls within the range of $7.69 to $7.95 per
Share. A copy of the Valuation will be included in the Offer
Documents.
The Board has authorized the making of the Offer. However, the
Board is not making any recommendation to any Shareholders as to
whether to tender or refrain from tendering their Shares under the
Offer. Shareholders are strongly urged to consult their own
financial, tax and legal advisors and to make their own decisions
whether to tender or to refrain from tendering their Shares to the
Offer and, if so, how many Shares to tender.
The Corporation completed a substantial issuer bid on
December 22, 2021, pursuant to which
the Corporation purchased 1,333,333 Shares from tendering
shareholders for cancellation at a price of $7.50 per Share for aggregate purchase price of
$9,999,997.50.
The Corporation completed a substantial issuer bid on
July 27, 2021, pursuant to which the
Corporation purchased 599,854 Shares from tendering shareholders
for cancellation at a price of $5.50
per Share for aggregate purchase price of $3,079,197.
The Corporation was authorized by the TSX to purchase up to
600,000 Shares pursuant to a normal course issuer bid (the "NCIB")
that commenced on April 13, 2021 and
expires on April 12, 2022. Since
April 13, 2021, the Corporation has
purchased 49,600 Shares through the NCIB. There will be no further
purchases of Shares under the NCIB until after the expiry of the
Offer or date of termination of the Offer. Under the Corporation's
prior normal course issuer bid that commenced on April 13, 2020 and expired on April 12, 2021, the Corporation purchased a total
of 393,930 Shares at a volume-weighted average price of
$4.09 for cancellation
thereunder.
Any questions or requests for information may be directed to TSX
Trust Company, as the depositary for the Offer, as follows:
North American Toll Free: 1-866-600-5869
Telephone: 416-342-1091
Facsimile: 416-361-0470
E-Mail: TMXEInvestorServices@tmx.com
About Crown Capital Partners (TSX:CRWN)
Founded in 2000 within Crown Life Insurance Company, Crown
Capital Partners is a leading specialty finance company currently
operating mainly in the telecommunications infrastructure and
distributed power markets. We focus on alternative asset classes
that require a specialized capital partner, and we aim to create
long-term value by acting as both a manager of investment funds for
institutional partners and as a direct investor in operating
businesses serving these markets. For additional information,
please visit crowncapital.ca.
FORWARD-LOOKING STATEMENTS
This news release contains certain "forward looking
statements" and certain "forward looking information" as defined
under applicable Canadian and U.S. securities laws. Forward-looking
statements can generally be identified by the use of
forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans"
or similar terminology. Forward-looking statements in this news
release include, but are not limited to, statements, management's
beliefs, expectations or intentions regarding the commencement of
the Offer. Forward-looking statements are based on forecasts of
future results, estimates of amounts not yet determinable and
assumptions that while believed by management to be reasonable, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. Forward-looking
statements are subject to various risks and uncertainties
concerning the specific factors identified in the Crown's periodic
filings with Canadian securities regulators. See Crown's most recent annual information form
for a detailed discussion of the risk factors affecting Crown. In
addition, Crown's dividend policy will be reviewed from time to
time in the context of the Corporation's earnings, financial
requirements for its operations, and other relevant factors and the
declaration of a dividend will always be at the discretion of the
Board. Crown undertakes no obligation to update forward-looking
information except as required by applicable law. Such
forward-looking information represents management's best judgment
based on information currently available. No forward-looking
statement can be guaranteed and actual future results may vary
materially. Accordingly, readers are advised not to place undue
reliance on forward-looking statements or information.
SOURCE Crown Capital Partners Inc.
