Montréal, May 11, 2017 – On April 27, 2017, Canam Group Inc. (the “Corporation”) announced that it had entered into a definitive agreement pursuant to which members of the Dutil family (collectively, the “Dutil Shareholders”) and American Industrial Partners (“AIP”) will acquire, directly or indirectly, all of the issued and outstanding common shares of the Corporation, except for approximately 4.7 million shares already owned by the Dutil Shareholders which the Dutil Shareholders will roll over in connection with the transaction for a price of $12.30 per share in cash (the “Transaction”) under a statutory plan of arrangement pursuant to the Business Corporations Act (Québec) (the “Arrangement”).
The Fonds de solidarité FTQ holds, as of the date hereof, 3,988,700 common shares, representing 8.79% of the issued and outstanding common shares. The Fonds de solidarité FTQ also has beneficial ownership of 636,800 common shares held in a portfolio under discretionary management by Sipar-Eterna, a division of Eterna Investment Management Inc. (“Sipar”), representing 1.40% of the issued and outstanding common shares (the “Shares Under Discretionary Management”). Under the agreement between the Fonds de solidarité FTQ and Sipar (the “Sipar Agreement”), Sipar is the sole person responsible for making decisions relating to the acquisition or disposition of the Shares Under Discretionary Management. In addition, pursuant to an agreement between the Fonds de solidarité FTQ and Groupe Investissement Responsable Inc. (“GIR”) (the “GIR Agreement”), GIR has the power to vote the Shares Under Discretionary Management held by Sipar; however, the Fonds de solidarité FTQ retains the right to provide specific instructions to GIR as to how such Shares Under Discretionary Management may be voted. Taking into account the Shares Under Discretionary Management and the scope of the GIR Agreement, and as a result of the common share redemptions carried out by the Corporation pursuant to its normal course issuer bid, as of May 11, 2017, the Fonds de solidarité FTQ has beneficial ownership and control of common shares representing 10.20% of the issued and outstanding common shares.
On May 11, 2017, the Fonds de solidarité FTQ entered into a support and voting agreement with Canaveral Acquisition Inc. (the “Purchaser”), an affiliate of AIP (the “Support and Voting Agreement”), pursuant to which the Fonds de solidarité FTQ agreed, in particular, to vote all of the 3,988,700 common shares held by it in favour of the Arrangement resolution to be submitted for approval by the shareholders of the Corporation. Pursuant to the Support and Voting Agreement, the Fonds de solidarité FTQ also agreed to provide instructions to GIR to vote all of the Shares Under Discretionary Management held by Sipar as of the May 4, 2017 record date in favour of the Arrangement.
On May 11, 2017, the Fonds de solidarité FTQ also entered into an agreement with the Purchaser (the “Transfer Commitment”) under which it agreed, subject to certain conditions, to participate as an equity investor in the Transaction and enter into, prior to the effective date of the Arrangement, an agreement relating to the transfer in the Purchaser of all or part of the 3,988,700 common shares held by it. The Shares Under Discretionary Management are not affected by the Transfer Commitment.
It is expected, upon closing of the Transaction, that the Fonds de solidarité FTQ, Caisse de dépôt et placement du Québec and the Dutil Shareholders will hold as much as 40% of the equity ownership in the Purchaser, with AIP holding a majority of the equity ownership in the Purchaser and controlling its board of directors.
An Early Warning Report relating to the Transaction will be filed on SEDAR under the Corporation’s profile at www.sedar.com. To obtain a copy of the Early Warning Report, contact Liette Leduc at 514-850-4850. The Corporation’s head office is located at 11535 1st Avenue, Suite 500, Saint-Georges, Québec, G5Y 7H5.
About the Fonds de solidarité FTQ
The Fonds de solidarité FTQ is a development capital fund that channels the savings of Quebecers into investments. As at November 30, 2016, the organization had $12.2 billion in net assets, and through its current portfolio of investments has helped create and protect over 187,000 jobs. The Fonds is a partner in more than 2,600 companies and has nearly 618,000 shareholder-savers. For more information, visit fondsftq.com.
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Information for media representatives only:
Patrick McQuilken
Senior Advisor, Media Relations and Communications
Fonds de solidarité FTQ
545 Crémazie Boulevard East
Suite 200
Montréal, Québec H2M 2W4
Phone: 514-850-4835
Mobile: 514-703-5587
Email:
pmcquilken@fondsftq.com