News Releases
Independent Proxy Advisory Firms Recommend Stuart Olson Shareholders Vote "FOR" the Transaction with Bird Construction
Shareholders are encouraged to submit proxies in support of the Arrangement prior to the September 15, 2020 at 11:00 a.m. (MST) proxy vote deadline
CALGARY, AB, Sept. 8, 2020 /CNW/ - Stuart Olson Inc. (TSX: SOX) ("Stuart Olson" or the "Company") is pleased to announce that it and Bird Construction Inc. ("Bird") have received a "no-action letter" from the Competition Bureau confirming that the Commissioner of Competition does not intend to challenge the proposed acquisition of Stuart Olson by Bird, as announced on July 29, 2020 (the "Transaction").
The receipt of the "no-action letter" satisfies a regulatory condition necessary for completion of the Transaction, which is now expected to close in late September 2020, subject to approval of Stuart Olson's shareholders, secured bank lenders and convertible debenture holders, receipt of the final order of the Court of Queen's Bench of Alberta, approval of the Toronto Stock Exchange and satisfaction of other customary closing conditions. As previously announced, the Transaction already has the support of 100% of the Senior secured lenders, 100% of the debentureholders and holders of 31% of the Stuart Olson Common shares.
Based on this updated timing, it is now anticipated that Stuart Olson shareholders and convertible debentureholders will be eligible for the September $0.0325 per common share dividend on the Bird shares to be issued in connection with the Transaction.
The Company is also pleased to announce that two independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") have each recommended that shareholders of Stuart Olson ("Shareholders") vote FOR the Arrangement Resolution in connection with its business combination with Bird.
ISS and Glass Lewis are recognized as leading independent proxy and corporate governance advisory firms whose recommendations are relied upon by many major institutional investment firms, mutual and pension funds and other institutional shareholders throughout North America.
While endorsing the Arrangement, ISS noted, "the terms of the Arrangement, including the consideration offered to shareholders, are deemed acceptable on the basis that the company is facing an exceptional circumstance under which its ability to operate as a going concern is in jeopardy. As the company relies on bonding support to continue its normal course of operations and its ability to even satisfy existing contracts has become impaired, other probable outcomes outside of approval of the Arrangement include a court-supervised process under the CCAA or bankruptcy proceeding."
Similarly, in reaching their supportive recommendation, Glass Lewis concluded, "overall, given the scope of this strategic process and the number of parties involved, we believe the board has taken reasonable steps to evaluate potential alternatives prior to entering into the proposed transaction agreement. Furthermore, given the Company's current financial circumstances and the board's view that continuing as a going concern would not be sustainable, we understand that there do not appear to be any viable alternatives available to the Company at the present time… we accept that the transaction appears to represent the most favorable option currently available to shareholders. Under the transaction agreement, existing Stuart Olson shareholders would be entitled to participate in the upside of the combined company and could likely benefit as the holders of a larger construction company with greater share liquidity, in our view. Overall, given the board's favorable view of the proposed transaction and the apparent absence of any viable alternatives, we believe the proposed transaction is reasonable and in the interests of shareholders. Accordingly, we recommend that shareholders vote FOR this proposal."
Special Meeting Information
The special meeting for the shareholders will be held by way of virtual only format pursuant to which participants may attend remotely. The special meeting for the shareholders is scheduled on September 17, 2020 at 11:00 a.m. (MT). Stuart Olson shareholders may also vote their shares by proxy and will have until 11:00 a.m. (MT) September 15, 2020 to do so.
Stuart Olson encourages shareholders to read the meeting materials in detail. Copies of the meeting materials, which include instructions as to how to attend the webcast, are available on the Company's website (www.stuartolson.com) and SEDAR (www.sedar.com).
Stuart Olson shareholders who have questions or require assistance in order to vote their shares, can contact the Company's Proxy Solicitation Agent, Gryphon Advisors Inc. at:
North American Toll-Free: 1-833-292-5847
Calls outside North America: 1-416-661-6592
Email: inquiries@gryphonadvisors.ca.
Forward Looking Information
This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this news release are based on the expectations, estimates and projections of management of Stuart Olson as of the date of this news release unless otherwise stated. The use of any of the words "believe", "expect", "anticipate", "contemplate", "target", "plan", "intends", "continue", "may", "will", "should" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning: the timing for completion of the Transaction, the timing and anticipated receipt of required lender, debentureholder, shareholder, court, regulatory, stock exchange and other third party approvals for the Transaction; the eligibility of Stuart Olson shareholders and debentureholders to receive dividends payable on the newly issued Bird shares; the ability of Stuart Olson and Bird to satisfy the other conditions to, and to complete, the Transaction; and the anticipated timing of the holding of the Stuart Olson shareholder meeting and the closing of the Transaction.
In respect of the forward-looking statements concerning the anticipated benefits and completion of the Transaction, the timing and anticipated receipt of required third party approvals and the anticipated timing for completion of the Transaction, Stuart Olson has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary lender, debenture holder, shareholder, court, regulatory, stock exchange and other third party approvals the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement Agreement.
Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which Bird and Stuart Olson operate in general such as: operational risks, industry and inherent project delivery risks; delays or changes in plans with respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; compliance with environmental laws risks; competition, ethics and reputational risks; ability to access sufficient capital from internal and external sources; global pandemics; repayment of credit facility; collection of recognized revenue; performance bonds and contract security; potential for non-payment and credit risk and ongoing financing availability; regional concentration; regulations; dependence on the public sector; client concentration; labour matters; loss of key management; ability to hire and retain qualified and capable personnel; subcontractor performance; unanticipated shutdowns, work stoppages, strikes and lockouts; maintaining safe worksites; cyber security risks; litigation risk; corporate guarantees and letters of credit; volatility of market trading; failure of clients to obtain required permits and licenses; payment of dividends; economy and cyclicality; Public Private Partnerships project risk; design risks; completion and performance guarantees/design-build risks; ability to secure work; estimating costs and schedules/assessing contract risks; quality assurance and quality control; accuracy of cost to complete estimates; insurance risk; adjustments and cancellations of backlog; joint venture risk; internal and disclosure controls; Public Private Partnerships equity investments; failure to realize the anticipated benefits of the Transaction; and changes in legislation, including but not limited to tax laws and environmental regulations. Risks and uncertainties inherent in the nature of the Transaction include the failure of Stuart Olson or Bird to obtain, as applicable, necessary lender, debenture holder, shareholder, court, regulatory, stock exchange and other third party approvals, or to otherwise satisfy the conditions to the Transaction, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Stuart Olson or Bird to otherwise satisfy the conditions to the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, the failure of Stuart Olson or Bird to comply with the terms of the Arrangement Agreement may result in Stuart Olson or Bird being required to pay a non-completion or other fee to the other party.
The forward-looking statements in this news release should not be interpreted as providing a full assessment or reflection of the unprecedented impacts of the recent COVID-19 pandemic ("COVID-19") and the resulting indirect global and regional economic impacts.
The forward-looking statements contained in this news release are made as of the date hereof and Stuart Olson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
The TSX does not accept responsibility for the adequacy or accuracy of this news release.
About Stuart Olson Inc.
Stuart Olson Inc. (TSX:SOX) provides construction services including vertical infrastructure and electrical building systems contracting in the public and private construction markets as well as a full suite of services including, electrical, mechanical and specialty trades, such as insulation, cladding and asbestos abatement, in the industrial construction and services market. The Company operates office locations and projects throughout Western Canada, Ontario and the territories. In 2020 Stuart Olson was recognized as one of Alberta's Top Employers for the fourth consecutive year. www.stuartolson.com
SOURCE Stuart Olson Inc.
