VEGREVILLE, AB, Sept. 11, 2018 /CNW/ - TerraVest Industries Inc.
("TerraVest" or the "Company") (TSX: TVK)
today announced its intention to commence a substantial issuer bid
(the "Offer") pursuant to which the Company will offer to
purchase up to 450,000 of its outstanding common shares (the
"Shares") at a purchase price of $11.00 per Share in cash (the "Common Share
Purchase Price"), as well as offer to purchase up to
$1,000,000.00 aggregate principal
amount of the issued and outstanding 7.0% convertible unsecured
subordinated debentures due June 20,
2020 (the "Debentures") at a purchase price of
$1,333.33 per $1,000.00 principal amount of Debentures in cash
(the "Debenture Purchase Price") (or such greater number of
Common Shares and Debentures that the Company subsequently
determines it will take up and pay for).
Details of the Offer, including instructions for tendering
Shares or Debentures to 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 and debentureholders, filed with securities
regulators and made available on or about September 14, 2018 on SEDAR at www.sedar.com. 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The Offer will remain open for acceptance until October 19, 2018, unless withdrawn or extended by
the Company. If more than 450,000 Shares or $1,000,000.00 aggregate principal amount of the
Debentures (or such greater number as the Company determines it is
willing to take up and pay for) are properly tendered to the Offer,
the Company will take-up and pay for the tendered Shares and
Debentures on a pro-rata basis according to the number of Shares
and Debentures tendered (with adjustments to avoid the purchase of
fractional Shares or Debentures). The Company will fund any
purchases of the Shares and Debentures pursuant to the Offer from
cash on hand and available credit facilities. Assuming that 450,000
Shares and $1,000,000.00 aggregate
principal amount of the Debentures are purchased pursuant to the
Offer, the aggregate purchase price pursuant to the Offer will be
$6,283,330.
TerraVest has retained Trimaven Capital Advisors
("Trimaven") in connection with the Offer. Trimaven is
expected to deliver an opinion to the Board of Directors of the
Company that, based on and subject to the qualifications,
assumptions and limitations stated in the opinion: (i) a liquid
market (as such term is defined in Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions) exists for the Shares and Debentures as of the
date of the opinion; and (ii) it is reasonable to conclude that,
following the completion of the Offer, there will be a market for
shareholders and debentureholders who do not tender to the Offer
that is not materially less liquid than the market for Shares and
Debentures that existed at the time of making the Offer. A copy of
the opinion of Trimaven will be included in the Offer
Documents.
The Board of Directors of TerraVest has approved the Offer.
However, neither the Company nor its Board of Directors makes any
recommendation to shareholders or debentureholders as to whether to
tender or refrain from tendering Shares or Debentures to the Offer.
Shareholders and debentureholders are strongly encouraged to review
the Offer Documents carefully and to consult with their financial
and tax advisors prior to making any decision with respect to the
Offer.
Forward-Looking Statements
This press release may contain or refer to certain
forward-looking statements relating, but not limited to,
TerraVest's expectations, intentions, plans and beliefs with
respect to TerraVest. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans",
"expects", "does not expect", "is expected", "budget", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or equivalents or variations, including negative
variations, of such words and phrases, or state that certain
actions, events or results, "may", "could", "would", "should",
"might" or "will" be taken, occur or be achieved. These
forward-looking statements include, but are not limited to,
statements regarding: the Company's intention to commence the
Offer; the expected terms and conditions of the Offer; the
completion of the Offer; and a liquid market existing following
completion of the Offer.
Forward-looking statements rely on certain underlying
assumptions that, if not realized, can result in such
forward-looking statements not being achieved. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that could cause the actual results of TerraVest to be
materially different from the historical results or from any future
results expressed or implied by such forward-looking statements.
Risks and uncertainties include, among others, the Company's
investment strategy, legal and regulatory risks, general market
risk, potential lack of diversification in the Company's
investments and interest rates and foreign currency fluctuations.
Although TerraVest has attempted to identify important factors that
could cause actual actions, events or results or cause actions,
events or results not to be estimated or intended, there can be no
assurance that forward-looking statements will prove to be accurate
as actual results and future events could differ materially from
those anticipated in such statements. Other than as required by
applicable Canadian securities laws, TerraVest does not update or
revise any such forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the
occurrence of unanticipated events. Accordingly, readers should not
place undue reliance on forward-looking statements.
SOURCE TerraVest Industries Inc.