NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF U.S. SECURITIES LAW.
Zedi Inc. ("Zedi" or the "Corporation") (TSX VENTURE:ZED) is pleased to announce
that it has entered into a definitive arrangement agreement (the "Arrangement
Agreement"), pursuant to which a management-led group ("Management") will
acquire all of the issued and outstanding common shares of Zedi (the "Zedi
Shares") at a price of $1.05 per Zedi Share (including any Zedi Shares issued
upon the exercise of outstanding stock options or on the redemption of
outstanding restricted share units or deferred share units). The transaction is
valued at approximately $125 million, including assumed net debt and capital
leases as of November 30, 2013, and the value of 18,532,540 Zedi Shares (the
"Management Shares") held directly or indirectly or over which control and
direction is exercised by certain executive officers and directors of Zedi,
including Matthew Heffernan, President and Chief Executive Officer, Larry
Spagnolo, Senior Vice President Market and Customer Solutions, Clement Gaudet,
Chief Operations Officer, James Freeman, Chief Technology Officer, Robert W.
Gordon, General Counsel and Corporate Secretary, David Johnson, Director, and
Martin Lambert, Director and certain other shareholders acting jointly and in
concert with Management (collectively, the "Management Shareholders").
The Arrangement Agreement provides that 1779958 Alberta Ltd. ("Acquireco"), a
corporation formed by Management, will acquire all of the Zedi Shares pursuant
to a plan of arrangement under the Business Corporations Act (Alberta) (the
"Arrangement"). Pursuant to the Arrangement, each Zedi shareholder, other than
the Management Shareholders (collectively, the "Public Shareholders"), will
receive $1.05 in exchange for each Zedi Share held. This purchase price
represents an 8% premium to the closing price of the Zedi Shares on the TSX
Venture Exchange (the "Exchange") on December 18, 2013, a 14% premium to the
closing price of the Zedi Shares on October 31, 2013, the last trading day prior
to the announcement that Zedi was reviewing strategic alternatives and a 59%
premium to the average closing price of the Zedi Shares for the 90 trading days
ending on October 31, 2013. The purchase price is being financed by equity
provided by the Management Shareholders and certain other investors and by a
committed debt financing provided by the Royal Bank of Canada and ATB Corporate
Financial Services.
In early 2013, the Board of Directors of Zedi (the "Board") sought preliminary
financial advice from select financial advisory firms in respect of, among other
things, their views on Zedi and current market conditions. Following receipt of
such advice, the Board formed a committee of independent directors (the
"Independent Committee") to consider and, if thought appropriate, undertake a
strategic alternative and value maximization review process. The Independent
Committee determined to undertake such process and engaged Simmons & Company
International ("Simmons") as its financial advisor. The Independent Committee,
with assistance from Simmons, conducted a thorough review of strategic
alternatives, which included identifying and approaching a number of potentially
interested parties, including both strategic investors and private equity firms.
The Independent Committee considered a number of alternatives available to Zedi
including, among other things, a sale to a third party, partnering with a
financial sponsor and other transactions which individually or in the aggregate
would unlock shareholder value. Following its review and consideration of all
non-binding expressions of interest received, the Independent Committee
recommended that a sale to Acquireco was in the best interests of the
Corporation.
A more complete discussion of the strategic alternative and value maximization
review process undertaken by the Independent Committee and the reasons for the
Board's recommendation that Zedi shareholders vote in favour of the Arrangement
will be included in Zedi's information circular which will be sent to Zedi
shareholders in connection with the special meeting to consider the Arrangement.
Simmons assisted the Independent Committee in the Strategic Review process and
has provided the Board with a fairness opinion that the cash consideration to be
received by the Public Shareholders pursuant to the Arrangement is fair, from a
financial point of view, to such Public Shareholders.
The Arrangement was unanimously recommended by the Independent Committee to the
Board. The Board, with interested directors abstaining, after receiving the
unanimous recommendation of the Independent Committee, has unanimously
determined that the Arrangement is in the best interests of Zedi and that the
Arrangement is fair to Zedi shareholders other than Management Shareholders. The
Board, with interested directors abstaining, has unanimously approved the
Arrangement Agreement, the Arrangement and the transactions contemplated
thereby, and has resolved to recommend that Zedi shareholders vote in favour of
the Arrangement.
All of the members of the Board and Zedi's executive officers and certain other
Zedi shareholders, who collectively own approximately 30% of the outstanding
Zedi Shares, have entered into, or have agreed to enter into, voting support
agreements with Acquireco pursuant to which they have agreed to vote their Zedi
Shares in favour of the Arrangement, subject to the provisions thereof.
The Arrangement is subject to customary Exchange, court and regulatory
approvals, including, but not limited to, the approval of at least 66 2/3% of
the votes cast in person or by proxy at a special meeting of Zedi's shareholders
and the approval of a "majority of the minority" of the Corporation's
shareholders, being a majority of the votes cast by shareholders excluding
shareholders whose votes may not be included in determining if minority approval
is obtained pursuant to Multilateral Instrument 61-101 Protection of Minority
Securityholders in Special Transactions. Closing of the Arrangement is also
subject to the satisfaction of a number of conditions precedent customary for
transactions of this nature. The special meeting of Zedi to consider the
Arrangement is expected to be held on or about February 18, 2014. An information
circular in connection with the Arrangement is expected to be mailed to Zedi
shareholders by January 20, 2014, with closing expected to occur on or about
February 20, 2014.
The Arrangement Agreement provides that Zedi will not solicit, assist, initiate,
facilitate or encourage any discussions, negotiations, proposals or offers
concerning the pursuit of any alternative acquisition proposals. However, Zedi
is able to respond to alternative proposals that could result in a "superior
proposal" (as defined in the Arrangement Agreement). Acquireco has the right to
match any competing superior proposal for Zedi in the event a superior proposal
is made. No termination fee is payable by Zedi to Acquireco if Zedi terminates
the Arrangement Agreement in connection with a superior proposal. No termination
fee is payable by Acquireco to Zedi if Acquireco fails to obtain the financing
necessary to complete the Arrangement.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
Canadian securities laws. These forward-looking statements contain statements of
intent, belief or current expectations of Zedi. Forward-looking information is
often, but not always identified by the use of words such as "anticipate",
"believe", "expect", "plan", "intend", "forecast", "target", "project", "may",
"will", "should", "could", "estimate", "predict" or similar words suggesting
future outcomes or language suggesting an outlook.
The forward-looking statements included in this press release, including
statements regarding the Arrangement, the anticipated benefits of the
Arrangement, the receipt of necessary approvals, the shareholder vote, and the
anticipated timing for mailing the information circular, holding the special
meeting of shareholders of Zedi and completing the Arrangement, are not
guarantees of future results and involve risks and uncertainties that may cause
actual results to differ materially from the potential results discussed in the
forward-looking statements. In respect of the forward-looking statements and
information concerning the anticipated benefits and completion of the
Arrangement and the anticipated timing for completion of the Arrangement, Zedi
has provided such in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the time required to
prepare and mail shareholder meeting materials, the ability of the parties to
receive, in a timely manner and on satisfactory terms, the necessary regulatory,
court, shareholder, Exchange and other third party approvals and the ability of
the parties to satisfy, in a timely manner, the other conditions to the closing
of the Arrangement.
Risks and uncertainties that may cause such differences include but are not
limited to: the risk that the Arrangement may not be completed on a timely
basis, if at all; the conditions to the consummation of the Arrangement may not
be satisfied; the risk that the Arrangement may involve unexpected costs,
liabilities or delays; the risk that expected benefits of the Arrangement may
not materialize as expected; the risk that, prior to the completion of the
Arrangement, Zedi's business may experience significant disruptions, including
loss of customers or employees, due to transaction-related uncertainty or other
factors; the possibility that legal proceedings may be instituted against Zedi
and/or others relating to the Arrangement and the outcome of such proceedings;
the possible occurrence of an event, change or other circumstance that could
result in termination of the Arrangement Agreement; risks regarding the failure
of Acquireco to obtain the necessary financing to complete the Arrangement;
risks related to the diversion of management's attention from Zedi's ongoing
business operations; risks relating to the failure to obtain necessary
shareholder and court approval; risks related to obtaining the requisite
consents to the Arrangement; other risks inherent in the oilfield services
industry; and risks, including litigation, associated with our intellectual
property and with the performance of our technology. Failure to obtain the
requisite approvals, or the failure of the parties to otherwise satisfy the
conditions to or complete the Arrangement, may result in the Arrangement not
being completed on the proposed terms, or at all. In addition, if the
Arrangement is not completed, and Zedi continues as an independent entity, the
announcement of the Arrangement and the dedication of substantial resources of
Zedi to the completion of the Arrangement could have a material adverse impact
on Zedi's share price, its current business relationships (including with future
and prospective employees, customers, distributors, supplies and partners) and
on the current and future operations, financial condition and prospects of Zedi.
When relying on forward-looking statements to make decisions, investors and
others should carefully consider the foregoing factors and other uncertainties
and potential events.
The forward-looking statements in this press release are made as of the date it
was issued and Zedi does not undertake any obligation to update publicly or to
revise any of the included forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by applicable
law. By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks that outcomes implied by
forward-looking statements will not be achieved. Zedi cautions readers not to
place undue reliance on these statements.
ABOUT ZEDI
Zedi Inc. (TSX VENTURE:ZED) helps the world's oil and gas producers be more
productive, more profitable, and more sustainable through technology backed by
expert consultation and services. Our 60 years of continuous operations in North
America and recognition as one of the industry's best workplaces, sets us apart
in the production operations landscape. With our unique combination of
award-winning automation, data management, and field and professional services,
we offer solutions to our customers' challenges and help them realize their
production potential.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Zedi Inc.
Debra Deane
Investor Relations
403-802-7092
403-444-1101 (FAX)
investor@zedi.ca
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