Polaris Announces Receipt of Superior Proposal
September 21, 2017
VANCOUVER, British Columbia - Polaris Materials Corporation (TSX:PLS) (the “Company” or “Polaris”), announced that it has received an unsolicited offer from a major US construction materials company listed on a US stock exchange (the “New Offeror”), pursuant to which an affiliate of the New Offeror, has offered to acquire all of the issued and outstanding common shares of the Company by way of a statutory plan of arrangement for cash consideration of C$3.40 per share (the “New Offer”).
On August 28, 2017, the Company entered in an arrangement agreement (the “Vulcan Agreement”) with Vulcan Materials Corporation and an affiliate of Vulcan Materials Corporation (together, “Vulcan”) whereby Vulcan agreed to acquire all of the issued and outstanding common shares of the Company by way of statutory plan of arrangement (the “Plan of Arrangement”) and the board of directors of Polaris (the “Board”) recommended that shareholders vote in favour of the Plan of Arrangement. Under the Plan of Arrangement shareholders would receive C$2.79 per share.
The Board has considered the materials provided by the New Offeror and, following consultation with its financial advisors and outside legal counsel, has determined in good faith that the New Offer is or could reasonably be expected to result in a Superior Proposal under the Vulcan Agreement. In accordance with the Vulcan Agreement, the Company has notified Vulcan that it considers the New Offer to be a Superior Proposal under the Vulcan Agreement and that the five business day matching period (the “Matching Period”) has commenced, during which Vulcan has the right to propose to amend the terms of the Vulcan Agreement and the Plan of Arrangement in order for the New Offer to cease to be a Superior Proposal. The Matching Period expires at 4:00 pm Vancouver time on Thursday, September 28, 2017.
At this time, there can be no assurance that the New Offer will lead to a termination of the Vulcan Agreement and the execution of a definitive agreement with the New Offeror and, accordingly, the Board has not changed its recommendation regarding the offer under the Vulcan Agreement. Securityholders who have questions regarding the Arrangement or require assistance with voting may contact the Proxy Solicitation Agent below:
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184
By Email: firstname.lastname@example.org
About Polaris Materials Corporation:
Polaris Materials Corporation is engaged in the development and operation of construction aggregate quarries in Canada to supply distribution facilities in the United States through coastal shipping. The Company's active construction aggregate interests consist of its Orca Sand and Gravel Quarry in British Columbia and two associated receiving terminals in Richmond and Long Beach, California. The Company also owns the Black Bear Project located in close proximity to the Orca Quarry, and a controlling interest in the Eagle Rock Quarry Project, located on the south coast of Vancouver Island.
For further information, please contact:
President & CEO
Polaris Materials Corporation
Tel: (604) 915-5000 Ext. 103
Nicholas Van Dyk
Vice President, Investor Relations and Corporate Development
Polaris Materials Corporation
Tel: (604) 915-5000 Ext. 104
Cautionary Note Regarding Forward Looking Statements
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws. These statements and information appear in this document and include estimates, forecasts, information and statements as to management's expectations with respect to, among other things, acceptance of the New Offer or Vulcan’s right to match, the completion of the Plan of Arrangement or the New Offer, receipt of all approvals, including from the British Columbia Supreme Court and the Affected Securityholders, necessary to complete the Plan of Arrangement, timing of the completion of the Plan of Arrangement.. Often, but not always, forward-looking statements and information can be identified by the use of words such as "may", "will", "should", "plans", "expects", "intends", "anticipates", "believes", "budget", and "scheduled" or the negative thereof or variations thereon or similar terminology. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned that any such forward-looking statements and information are not guarantees and there can be no assurance that such statements and information will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's continuous disclosure documents which are filed with Canadian regulators on SEDAR (www.sedar.com), including in the circular to be sent to the Company's securityholders in advance of the Special Meeting, under the heading “Risk Factors Relating to the Arrangement” and under the heading “Risk Factors” in the Company’s Annual Information Form. Such factors include, amongst others, the receipt of all necessary approvals to complete the Arrangement, the timing of the Special Meeting, the receipt of any superior proposals, and the completion of all conditions to the Arrangement. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, except as required by applicable law. All written and oral forward-looking statements and information attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.