/NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, April 8, 2024 /CNW/ - SC2 Inc.
("SC2")
is pleased to announce an offer (the "Offer") to purchase up
to 21,621,621 common shares of Sherritt International Corporation
(TSX: S) ("Sherritt") at a price of $0.37 per common share (the "Purchase
Price"), payable in cash.
The Purchase Price is equal to an approximate 19.4% premium to
the closing price of the common shares on the Toronto Stock
Exchange (the "TSX") on April 8,
2024 (being the previous trading day to the date of
announcement of the Offer) and an approximate 27.6% premium to the
volume-weighted average trading
price of the common shares
on the TSX for the 30 trading days
prior to the announcement of the Offer.
The Offer is for up to 21,621,621
of the outstanding common
shares of Sherritt. The Offer is open for acceptance
until 5:00 p.m. (Calgary time) on Friday, May 10, 2024 (the "Expiry Time"),
unless the Offer is extended, varied or withdrawn.
SC2 has posted at www.sedarplus.ca, under Sherritt's profile, a
letter to shareholders setting out more information pertaining to
the Offer as well as a letter of transmittal (the
"Letter of Transmittal") to be used to accept the Offer (collectively, the "Letters"). Please
also see "Details of the Offer" below.
The Offer is being made to registered and beneficial
shareholders of Sherritt in each of the provinces and territories
of Canada, except Québec. We may
announce that we are expanding the Offer to other jurisdictions,
such as Québec, in a subsequent news release.
REASONS FOR THE OFFER
SC2 is making the Offer following recent engagements with
management and the board of Sherritt. SC2 encourages shareholders
to consider the following factors, among others, when making the
decision to accept the Offer:
- As a result of the Offer, shareholders will receive immediate
liquidity at a premium to the current trading price of the common
shares.
- SC2 believes that, in the absence of a motivated large
shareholders, it seems unlikely that Sherritt's performance will
improve. SC2 is prepared to take an active role in ensuring the
future success of Sherritt, for the benefit of all
shareholders.
DETAILS OF THE OFFER
The Offer is open for acceptance until 5:00 p.m. (Calgary time) on Friday, May 10, 2024, provided however that SC2
reserves the right, in its sole and absolute discretion at any
time, to: (i) extend
or vary the Offer at any time;
or (ii) withdraw the Offer if the
conditions thereto are not met, and if withdrawn, it will not be
required to take up or pay for common shares delivered pursuant to
the Offer.
If the Offer is withdrawn by SC2, SC2 shall cause all common
shares delivered
pursuant to the Offer to be returned
to the shareholders. Full details
of the Offer are included in the Letters, including
complete instructions for the tendering and delivery of common
shares to SC2. In order to deposit their common shares to the
Offer, registered shareholders must complete the documentation as
set out in the Letter of Transmittal and beneficial shareholders
must follow the instructions provided by their investment dealer,
broker or other nominee. Investment dealers, brokers and other
nominees may set a deadline for the delivery of deposit
instructions that is earlier than the Expiry Time, and as such
shareholders should contact their investment dealer, broker or
other nominee for assistance at their earliest convenience.
Deposited common shares may be withdrawn at any time prior to the
time they are taken up by SC2.
The Offer will be subject to certain conditions set out in the
Letters which, unless waived, must be satisfied. The Letters will
require that each depositing shareholder whose common shares are
taken up and paid for appoint representatives of SC2 as its
nominees and proxy for any upcoming shareholders' meeting.
If more than the maximum number of common shares for which the
Offer is made are delivered in accordance with the Offer and not
withdrawn at the time of take up of the common shares, the common
shares to be purchased from each depositing shareholder will be
determined on a pro
rata basis according to the number of common
shares delivered by each shareholder, disregarding
fractions, by rounding down to the nearest whole number of common
shares.
If you have any questions with respect to the Offer, or need
assistance in depositing your common shares, please contact the
Depositary and Information Agent for the Offer: North America Toll
Free Number: 1-833-684-1546; Outside North America Call Collect:
1-587-774-2340; Email: cssinquiries@olympiatrust.com.
ADDITIONAL INFORMATION
SC2 is relying on the exemption under section 9.2(4) of National
Instrument 51‐102 ‐ Continuous Disclosure Obligations to
make this public broadcast solicitation. The following information
is provided in accordance with corporate and securities laws
applicable to public broadcast solicitations.
This solicitation is being made by SC2, and not by or on behalf
of the management of Sherritt. Olympia Trust Company will receive a
fee of $5,000 for its services
as Depositary and Information Agent under the Offer plus ancillary
payments and disbursements. Based upon publicly available
information, Sherritt's registered office and head office is at Bay
Adelaide Centre, East Tower 22 Adelaide Street West, Suite 4220
Toronto, ON M5H 4E3. SC2 is
soliciting proxies in reliance upon the public broadcast exemption
to the solicitation requirements under applicable Canadian
corporate and securities
laws, conveyed by way of public broadcast, including
press release, speech or publication, and by
any other manner permitted under applicable Canadian laws. In
addition, this solicitation may be made by mail, telephone,
facsimile, email or other electronic means as well as by newspaper
or other media advertising and in person by employees of SC2. All
costs incurred for the solicitation will be borne by SC2.
A registered shareholder who has given a proxy under the terms
of the Letter of Transmittal may, prior to its common shares being
taken up and paid for under the Offer, in accordance with Section
148(4) of the Canada Business Corporations Act, revoke the
proxy (i) by depositing an instrument or act in writing executed
either: * at the registered office of Sherritt at any time up to
and including the last business day preceding the day of the
meeting, or an adjournment thereof, at which the proxy is to be
used, or (y) with the chairman of the meeting on the day of the
meeting or an adjournment thereof; or (ii) in any other manner
permitted by law. A non‐registered shareholder may revoke a form of
proxy or voting instruction form given to an intermediary at any
time by written notice to the intermediary in accordance with the
instructions given to the non-registered shareholder by its
intermediary. Non-registered shareholders should contact their
broker for assistance in ensuring that forms of proxies or voting
instructions previously given to an intermediary are properly
revoked. None of SC2 and its directors and officers, or, to the
knowledge of SC2, any associates or affiliates of the foregoing,
has any material interest, direct or indirect, in any transaction
since the commencement of Sherritt's most recently completed
financial year, or in any proposed transaction which has materially
affected or will materially affect Sherritt or any of its
subsidiaries. None of SC2 or, to its knowledge, any of its
associates or affiliates, has any material interest, direct or
indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted upon at any upcoming
shareholders' meeting, other than as set out herein and in the
Letters. In accordance with the bylaws of Sherritt, Seablinc Canada
Inc. (an affiliate of SC2) has nominated Mark Plamondon for election as a director of
Sherritt at the annual meeting of shareholders of Sherritt to be
held on May 9, 2024.
The Offer is not a formal or exempt takeover bid under
applicable Canadian securities laws and regulations.
SC2 ADVISORS
SC2 has engaged Olympia Trust
Company as Depositary and Information Agent
and MLT Aikins LLP as legal advisor.
ABOUT SC2
SC2 is a limited company that was incorporated under the laws of
the Province of Alberta by a
concerned shareholder of Sherritt, for the specific purpose of
making the Offer.
SHAREHOLDER QUESTIONS
Shareholder with questions or who need assistance tendering their common shares
can contact the Depositary and Information Agent:
Olympia Trust Company
North America Toll Free:
1-833-684-1546
Collect Calls outside North
America: 1-587-774-2340
Email: cssinquiries@olympiatrust.com
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including
statements regarding taking up and paying for common shares
deposited under the Offer contain "forward-looking statements" and
are prospective in nature. Forward-looking statements are not based
on historical facts, but rather on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties that could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "intends", "anticipates", or variations
of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or
"will" be taken, occur or be achieved. Although SC2 believes that
the expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties, and
undue reliance should not be placed on such statements. Material
factors or assumptions that were applied in formulating the
forward-looking information contained herein include the assumption
that the business and economic conditions affecting Sherritt's
operations will continue substantially in the current state,
including, without limitation, with respect to industry conditions,
general levels of economic activity, continuity and availability of
personnel and third party service providers, local and
international laws and regulations, foreign currency exchange rates
and interest rates, inflation, and taxes, and that there will be no
unplanned material changes to Sherritt's facilities, operations and
customer and employee relations. SC2 cautions that the foregoing
list of material factors and assumptions is not exhaustive. Many of
these assumptions are based on factors and events that are not
within the control of SC2 and there is no assurance that they will
prove correct. Important factors that could cause actual results,
performance or achievements to differ materially from those
expressed or implied by such forward-looking statements include,
among other things, actions taken by Sherritt in respect of the
Offer, the failure to satisfy the conditions of the Offer, industry
risk and other risks inherent in the running of the business of
Sherritt, foreign currency exchange rates and interest rates,
general economic conditions, legislative or regulatory changes,
changes in income tax laws, and changes in capital or securities
markets. These are not necessarily all of the important factors
that could cause actual results to differ materially from those
expressed in any of SC2's forward-looking statements. Other unknown
and unpredictable factors could also impact its results. Many of
these risks and uncertainties relate to factors beyond SC2's
ability to control or estimate precisely. Consequently, there can
be no assurance that the actual results or developments anticipated
by SC2 will be realized or, even if substantially realized, that
they will have the expected consequences for, or effects on, SC2 or
Sherritt and their respective future results and performance.
Forward-looking statements in this press release are based on SC2's
beliefs and opinions at the time the statements are made, and there
should be no expectation that these forward- looking statements
will be updated or supplemented as a result of new information,
estimates or opinions, future events or results or otherwise, and
SC2 disavows and disclaims any obligation to do so, except as
required by applicable law.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS
NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES IN ANY
JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE
SECURITIES OR OTHER LAWS. THE OFFER IS BEING MADE SOLELY PURSUANT
TO THE LETTERS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER
THAT SHAREHOLDERS SHOULD CAREFULLY READ PRIOR TO MAKING ANY
DECISION.
SOURCE SC2 Inc.