CALGARY, November 9, 2021 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN), a capital partner to entrepreneurs and growth businesses, today announced its intention to commence a substantial issuer bid (the “Offer”) pursuant to which the Corporation will offer to purchase for cancellation up to $10,000,000 in value of its outstanding common shares (the “Shares”). The Offer will proceed by way of a “modified Dutch auction” procedure with a tender price range from $6.50 to $7.50 per Share.
The Offer will be conducted through a “modified Dutch auction” procedure. Shareholders who wish to participate in the Offer will be able to do so through: (i) auction tenders in which they will specify the number of Shares being tendered at a price of not less than $6.50 and not more than $7.50 per Share in increments of $0.10 per Share, or (ii) purchase price tenders in which they will not specify a price per Share, but rather will agree to have a specified number of Shares purchased at the purchase price to be determined by auction tenders. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender. The Corporation’s directors and officers do not have a present intention to tender any Shares pursuant to the Offer.
The tender price range represents a 3.83% premium to 19.81% premium over the 30-day volume weighted average closing price of the Shares on the TSX for the period ending on November 8, 2021, and a 3.67% premium to 19.61% premium over the closing price of the Shares on the TSX on November 8, 2021, the last full trading day prior to the Corporation’s announcement of its intention to make this Offer. The number of Shares subject to the Offer represents approximately 15.82% to 18.26% of the total number of Shares outstanding.
The closing price of the Shares on the Toronto Stock Exchange (the “TSX”) on November 8, 2021, the last full trading day prior to the Corporation’s announcement of its intention to make the Offer, was $6.27.
The board of directors of the Corporation (the “Board”) believes that the recent trading price of the Shares is not fully reflective of their intrinsic value based on the value of Crown’s assets and its business and future prospects. Accordingly, the Board believes that the Offer is a prudent use of the Corporation’s financial resources given the Corporation’s business profile and assets, the current market price of the Shares and the Corporation’s cash requirements. The Board also believes that there is currently interest from shareholders of the Corporation (“Shareholders”) for improved liquidity in respect of the Shares and that the Offer will provide Shareholders with the option to access liquidity. The Offer provides Crown with the opportunity to return up to $10 million of capital to Shareholders who elect to tender while at the same time increasing the proportionate Share ownership of Shareholders who elect not to tender.
Details of the Offer, including instructions for tendering Shares to the Offer and the factors considered by the Board making its decision to approve 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, filed with applicable Canadian Securities Administrators and made available free of charge on or about November 16, 2021 on SEDAR at www.sedar.com and on the Corporation’s website at https://crowncapital.ca/. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer. 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 expire at 5 p.m. Eastern time on December 22, 2021, unless terminated or extended by the Corporation. Upon expiry of the Offer, the Corporation will determine the lowest purchase price (which will be not less than $6.50 per Share and not more than $7.50 per Share) that will allow it to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding $10,000,000.
If Shares with an aggregate purchase price of more than $10,000,000 are properly tendered to the Offer, the Corporation will take-up and pay for the tendered Shares on a pro-rata basis according to the number of Shares tendered, except that “odd lot” tenders (of holders beneficially owning fewer than 100 Shares) will not be subject to pro-ration. In that case, all Shares tendered at or below the finally determined purchase price will be purchased, subject to pro-ration, at the same purchase price determined pursuant to the terms of the Offer. Shares that are tendered but not purchased, including Shares tendered pursuant to auction tenders at prices above the purchase price, will be returned to shareholders.
The Board has obtained a valuation (the “Valuation”) from Evans & Evans, Inc. to the effect that, based on and subject to the assumptions and limitations stated in such opinion, as of September 30, 2021, the fair market value per Share falls within the range of $7.69 to $7.95 per Share. A copy of the Valuation will be included in the Offer Documents.
The Board has authorized the making of the Offer. However, the Board is not making any recommendation to any Shareholders as to whether to tender or refrain from tendering their Shares under the Offer. Shareholders are strongly urged to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or to refrain from tendering their Shares to the Offer and, if so, how many Shares to tender.
The Corporation completed a substantial issuer bid on July 27, 2021, pursuant to which the Corporation purchased 599,854 Shares from tendering shareholders for cancellation at a price of $5.50 per Share for aggregate purchase price of $3,079,197.
The Corporation was authorized by the TSX to purchase up to 600,000 Shares pursuant to a normal course issuer bid (the “NCIB”) that commenced on April 13, 2021 and expires on April 12, 2022. Since April 13, 2021, the Corporation has purchased 49,600 Shares through the NCIB. There will be no further purchases of Shares under the NCIB until after the expiry of the Offer or date of termination of the Offer. Under the Corporation’s prior normal course issuer bid that commenced on April 13, 2020 and expired on April 12, 2021, the Corporation purchased a total of 393,930 Shares at a volume-weighted average price of $4.09 for cancellation thereunder.
Any questions or requests for information may be directed to TSX Trust Company, as the depositary for the Offer, as follows:
North American Toll Free: 1-866-600-5869
About Crown Capital Partners (TSX:CRWN)
Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a leading specialty finance company operating mainly in the distributed power and telecommunications infrastructure markets. We focus on alternative asset classes that require a specialized capital partner, and we aim to create long-
term value by acting as both a manager of investment funds for institutional partners and as a direct investor in operating businesses serving these markets. For additional information, please visit crowncapital.ca.
This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the commencement of the Offer. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
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