CALGARY, January 24, 2022 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) 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 1,330,000 of its outstanding common shares (the “Shares”) at a purchase price of $7.50 per Share in cash (the “Purchase Price”). The Corporation will fund the Offer using cash on hand and available credit facilities.
The closing price of the Shares on the Toronto Stock Exchange (the “TSX”) on January 21, 2022, the last full trading day prior to the Corporation’s announcement of its intention to make the Offer, was $7.02.
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. The Board also believes there is currently substantial interest from shareholders of the Corporation (“Shareholders”) for the Offer given that the substantial issuer bid completed by Crown in December 2021 was significantly oversubscribed. 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 Corporation’s directors and officers do not have a present intention to tender any Shares pursuant to the Offer.
The Purchase Price represents a 2.28% premium over the 30-day volume weighted average closing price of the Shares on the TSX for the period ending on January 21, 2022, and a 6.84% premium over the closing price of the Shares on the TSX on January 21, 2022, 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 18.75% of the total number of Shares outstanding.
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 January 28, 2022 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 March 7, 2022, unless terminated or extended by the Corporation. If more than 1,330,000 Shares 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. Assuming that 1,330,000 Shares are purchased pursuant to the Offer, the aggregate purchase price pursuant to the Offer will be $9,975,000.
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 December 22, 2021, pursuant to which the Corporation purchased 1,333,333 Shares from tendering shareholders for cancellation at a price of $7.50 per Share for aggregate purchase price of $9,999,997.50.
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 currently operating mainly in the telecommunications infrastructure and distributed power 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. 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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