This is a press release from Parrish & Heimbecker, Limited, as posted by Thirdcoast Limited on SEDAR recently. www.sedar.com is the official site that provides access to most public securities documents and information filed by public companies and investment funds with the Canadian Securities Administrators in the SEDAR filing system.
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Parrish & Heimbecker, Limited Updates as to Status of Bid for Common Shares of Thirdcoast Limited
Insider Bid Launch Expected to Occur in or Around the Week of May 28, 2012
Winnipeg, Manitoba – May 11, 2012 – Parrish & Heimbecker, Limited (“ P&H”) is providing an update today to holders of common shares in the capital of Thirdcoast Limited (“ Thirdcoast”) in respect of its previously announced proposed bid (the “ Bid”) to acquire all of the issued and outstanding Thirdcoast common shares not presently owned by it for C$115.00 per share.
The independent committee of the board of directors of Thirdcoast announced on April 30, 2012 that Thirdcoast management was compiling all of the data required by the independent valuator to complete a formal valuation of the Thirdcoast common shares. P&H has now been informed by Thirdcoast and by the independent valuator that all data required from Thirdcoast has now been provided to the independent valuator such that the formal valuation is expected to be delivered to P&H on or before May 25, 2012.
As an “insider” of Thirdcoast under applicable securities laws, P&H’s Bid circular must contain the valuation prepared by the independent valuator, or a summary thereof. Accordingly, provided the valuation is received by P&H on or before May 25, 2012, P&H expects that its Bid circular will be mailed to Thirdcoast shareholders not later than the week of May 28, 2012.
Bid Background
On March 6, 2012, P&H announced its intention to make the Bid. The price of C$115.00 per Thirdcoast common share offered under the Bid represents a 53% premium to the bid price for Thirdcoast common shares of $75.00 as of January 31, 2012 (being the most recent data available before the March 6, 2012 announcement of the Bid) as set out on the Thirdcoast website at that time.
On March 30, 2012, P&H announced that as of such date, certain Thirdcoast shareholders had entered into lock-up agreements with P&H pursuant to which they have agreed to support the Bid by committing to irrevocably tender their shares to the Bid at the C$115.00 bid price. Based upon the number of shares of Thirdcoast that have been committed to be irrevocably tendered to the Bid, when combined with the shares held by P&H, shareholders of Thirdcoast representing a total of over 51% of all outstanding Thirdcoast shares now support the P&H Bid. As a result, if the Bid is successfully completed, at least 51% of the outstanding shares of Thirdcoast will be owned by P&H.
Forward-Looking Statements
This release includes forward-looking statements regarding P&H, Thirdcoast and their respective businesses. The forward looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of known and unknown risk factors and uncertainties affecting P&H, Thirdcoast and their respective businesses. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and P&H does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Percentages Used Herein
Percentages referenced herein are approximate and have been calculated based upon outstanding share data provided to P&H by Thirdcoast.
About P&H
Winnipeg, Manitoba-based Parrish & Heimbecker, Limited is a 102 year old privately held Canadian company with grain elevators, terminals and flour mills across Canada. P&H has grown into a diversified, vertically integrated company that is committed to agribusiness and the entire agri-food industry. The
P&H group of companies covers a wide spectrum of the agribusiness sector, mirroring very closely the diverse face of Canadian agriculture. P&H is actively growing and adapting to meet changing demands of the consumer. For more information, visit http://www.parrishandheimbecker.com.
Contact
For additional information contact Rob Bryson, Vice President, P&H Grain Group, at 905-821-9139 or by email at [email protected].
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Thirdcoast. Such an offer may only be made pursuant to an offer and takeover Bid circular filed with applicable securities regulatory authorities.
