CALGARY, June 16, 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 1,800,000 of its outstanding common shares (the “Shares”) at a purchase price of $5.50 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 June 15, 2021, the last full trading day prior to the Corporation’s announcement of its intention to make the Offer, was $5.25.
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 $9,900,000 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.
The decision to pursue the Offer is consistent with the Corporation’s stated intention to reduce the amount of capital deployed in its alternative lending portfolio and to return a portion of this capital to Shareholders, while also investing in new growth initiatives such as its Network Services and Distributed Power businesses.
The Purchase Price represents a 6.69% premium over the 30-day volume weighted average closing price of the Shares on the TSX for the period ending on June 15, 2021, and a 4.76% premium over the closing price of the Shares on the TSX on June 15, 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 20% 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 June 21, 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 July 27, 2021, unless terminated or extended by the Corporation. If more than 1,800,000 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 1,800,000 Shares are purchased pursuant to the Offer, the aggregate purchase price pursuant to the Offer will be $9,900,000.
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 March 31, 2021, the fair market value per Share falls within the range of $7.10 to $7.57 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 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 36,400 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
E-Mail: [email protected]
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 in the alternative corporate finance, 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. 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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