Bullet News GODERICH – The Ontario Securities Commission ordered that all trading cease on securities related to any possible asset sale by Thirdcoast Limited, which operates the grain elevators in Goderich.
As well, on July 4, a three-member panel of the OSC dismissed an application from Thirdcoast to end lock-up agreements –agreement in which shareholders agree to sell their shares at a prearranged price unless the agreement is terminated – Parrish and Heimbecker Limited has obtained with shareholders to purchase common shares.
On Feb. 21, Parrish and Heimbecker, which owns nearly 28 per cent of the company’s shares and has two directors on its board, informed the board it intended to acquire the rest of the common shares in the company. It asked the company to get an independent valuation to protect the interests of minority shareholders.
With the lock-up agreements, Parrish and Heimbecker had 51.62 per cent of the common shares by the end of March. Based on the independent valuation, it increased an offer of $115 per common share to $155 per common share.
Then in late June, Thirdcoast issued a circular to shareholders that it was seeking an alternative asset sale of the grain business that would “result in shareholders receiving a superior return” to Parrish and Heimbecker’s offer.
In a press release issued July 5 to its shareholders informing them of the OSC order, Thirdcoast announced “the board of directors recommend that shareholders of Thirdcoast tender their common shares to the unsolicited offer, given that as of yesterday [Parrish and Heimbecker] had advised Thirdcoast that approximately 65 per cent of the common shares have been tendered to the unsolicited offer.”
Parrish and Heimbecker announced it had acquired 87 per cent of the common shares by the offer expiry date of July 5. The offer is extended to July 19 for the remaining shareholders.
To read the full order from the OSC, please visit online.
