CALGARY, March 2, 2016 /CNW/ – Mainstreet Equity Corp. (“Mainstreet” or the “Corporation”), today announced that it intends to make a substantial issuer bid (the “Offer”) pursuant to which the Corporation will offer to purchase for cancellation up to 1,200,000 of its outstanding common shares (“Shares”) a price of $36.00 per Share, a 14.3% premium over the closing price on the Toronto Stock Exchange on Tuesday, March 1, 2016. No minimum number of Shares need to be tendered but the maximum number of Shares that may be purchased by Mainstreet is 1,200,000, representing approximately 11.8% of the currently issued and outstanding Shares. If more than 1,200,000 Shares are tendered to the Offer, Mainstreet will purchase the Shares on a pro rata basis. The Offer is expected to commence on or about March 7, 2016 and will expire on or about 5:00 p.m. (Eastern Time) on or about April 12, 2016, unless terminated or extended by Mainstreet. Mainstreet will fund the purchase of the Shares with cash on hand.
The board of directors of the Corporation (the “Board”) believe that the purchase of the Shares under the Offer represents an advisable use of Mainstreet’s financial resources and is in the best interest of the shareholders of the Corporation. Mainstreet and its Board believe that the recent trading price of the Shares is not reflective of the underlying value of the Corporation’s assets or its long term growth prospects. In addition, the Offer allows Mainstreet the opportunity to return up to $43.2 million of capital to its shareholders who have their Shares taken up and paid for pursuant to the Offer while at the same time increasing the proportionate Share ownership of shareholders who did not have their Shares taken up and paid for pursuant to the Offer. Mainstreet’s management and its Board have confirmed that they will not be tendering any Shares to the Offer.
The Corporation has suspended its current normal course issuer bid and no subsequent purchases will be completed under such normal course issuer bid until the Offer is complete.
Mainstreet will mail the formal Offer to Purchase, Issuer Bid Circular and other related documents (the “Offer Documents”) that will include the terms and conditions of the Offer and instructions for tendering Shares to its shareholder, which mailing is expected to occur on or about March 7, 2016. The Corporation will also file the Offer Documents with Canadian securities regulatory authorities and they will be made available on SEDAR at www.sedar.com.
GMP Securities L.P. has been retained by Mainstreet to act as financial advisor and dealer manager in connection with the Offer. In addition, GMP Securities L.P. has provided an opinion to Mainstreet that: (i) a liquid market, as such term is defined in Multilateral Instrument 61-101 â Protection of Minority Security Holders in Special Transactions, exists for the Shares at the date hereof; and (ii) it is reasonable to conclude that, following the completion of the Offer, there will be a market for shareholders who do not tender to the Offer that is not materially less liquid than the market for Shares that exists at the time of making the Offer. Any questions or requests for information may be directed to Computershare Trust Company as the depositary for the Offer at 1-800-564-6253.
None of Mainstreet, its Board, the dealer manager or the depositary makes any recommendation to Mainstreet shareholders as to whether to tender or refrain from tendering their Shares to the Offer. Shareholders are strongly encouraged to review the Offer Documents carefully and to consult with their financial, tax and legal advisors prior to making any decision with respect to the Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Shares. The solicitation and the offer to purchase Shares by Mainstreet will be made pursuant to the Offer Documents that Mainstreet will file with the Canadian securities regulatory authorities and that Mainstreet will distribute to its shareholders, copies of which will be available on SEDAR at www.sedar.com. These documents will contain important information about the Offer and the shareholders of Mainstreet are urged to read them carefully when they become available.
Certain statements contained herein constitute “forward-looking statements” as such term is used in applicable Canadian securities laws. These statements relate to, among other things, the launch, terms and timing of the Offer, that repurchasing the Shares represents an advisable use of Mainstreet’s financial resources and is in the best interests of the shareholders, that the recent trading price of the Shares is not reflective of the value of Corporation’s assets or long-term growth prospects, the ability of the Corporation to return capital to depositing shareholders who have their Shares taken up and paid for and the increase in Share ownership by those shareholders who do not have their Shares taken up and paid for under the Offer, that no additional purchases will be made under Mainstreet’s normal course issuer bid, that none of management or the board of directors will deposit Shares under the Offer and the mailing and filing of the Offer Documents. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions of future events or performance (often, but not always, using such words or phrases as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as forward-looking statements.
Such forward-looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in the Corporation’s Annual Information Form under the heading “Risk Factors”, the failure to satisfy or waive the conditions to the Offer, the extent to which holders of Shares determine to deposit their Shares to the Offer and the failure to realize anticipates benefits of the Offer, that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements contained herein.
Forward-looking statements are based on Management’s beliefs, estimates and opinions on the date the statements are made, and the Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions should change except as required by applicable securities laws or as otherwise described therein.
Certain information set out herein may be considered as “financial outlook” within the meaning of applicable securities laws. The purpose of this financial outlook is to provide readers with disclosure regarding the Corporation’s reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.
SOURCE Mainstreet Equity Corporation