Imminent; Details Terms of “Hard” Lock-up Agreements with Certain Shareholders As Basis for Expectation of Control of Thirdcoast on Take-up of Shares
Winnipeg, Manitoba – May 24, 2012 – Parrish & Heimbecker, Limited (“P&H”) is providing a further 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.
P&H is pleased to confirm that it expects to launch its Bid by mailing its Bid circular to Thirdcoast shareholders during the week of May 28, 2012.
To date, P&H has obtained irrevocable commitments from holders (the “Locked-up Holders”) of an aggregate of 73,120 common shares in the capital of Thirdcoast to tender their shares to the Bid.
Accordingly, combined with the common shares already held by P&H, P&H will hold not less than 51.6% of the total issued and outstanding common shares upon completion of the Bid.
The Locked-up Holders have agreed, among other things, to irrevocably tender their shares to the Bid, notwithstanding the existence of any other bid. Accordingly, all of the lock-up agreements are considered to be “hard” lock-up agreements, as they do not contain a right for shareholders to terminate the lock-up agreements or withdraw common shares tendered to the Bid in the event that an offer to acquire Thirdcoast shares is made by a third party, regardless of the consideration that may be offered by any such third party.
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.
