SunOpta (STKL) Unit Offers to Buy All of WGI Heavy Minerals in C$15.45M Deal
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SunOpta Inc. (Nasdaq: STKL) announced that Opta Minerals Inc. and WGI Heavy Minerals, Incorporated have entered into a support agreement (the "Support Agreement"), pursuant to which Opta has agreed to make an offer to acquire all of the outstanding common shares of WGI for C$0.60 in cash per share by way of a take-over bid (the "Offer"). The Offer values WGI at approximately C$15.45 million on a fully-diluted basis.
WGI sources, processes and markets industrial abrasive minerals, primarily garnet. WGI also sources, assembles and sells ultra-high pressure waterjet cutting machine replacement parts and components. In their most recent fiscal year WGI realized revenues of C$37.8 million. The product portfolio and global geographic reach of the WGI business is expected to be a good fit with Opta, and is also expected to generate efficiencies and synergies as the capabilities of the organizations are leveraged.
In connection with the execution of the Support Agreement, all of the directors and officers of WGI and certain of its significant shareholders, collectively holding approximately 61.3% of the outstanding WGI common shares on a fully-diluted basis, entered into lock-up agreements with Opta, pursuant to which they have agreed to tender to the Offer all of the WGI common shares held by them (including common shares issuable upon exercise of options).
The Offer will be subject to certain customary conditions, including a minimum tender provision whereby at least 66 2/3% of the outstanding WGI common shares calculated on a fully-diluted basis will have been tendered prior to the expiry date of the Offer, and also subject to no event having occurred that has had, or that could reasonably be expected to have, a material adverse effect in respect of WGI. The Offer is not subject to any financing condition.
Provided that the minimum tender condition is met and Opta takes up and pays for the WGI common shares tendered to the Offer, Opta has agreed to take steps available to it under relevant corporate and securities laws to acquire any WGI common shares that remain outstanding following the completion of the Offer.
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WGI sources, processes and markets industrial abrasive minerals, primarily garnet. WGI also sources, assembles and sells ultra-high pressure waterjet cutting machine replacement parts and components. In their most recent fiscal year WGI realized revenues of C$37.8 million. The product portfolio and global geographic reach of the WGI business is expected to be a good fit with Opta, and is also expected to generate efficiencies and synergies as the capabilities of the organizations are leveraged.
In connection with the execution of the Support Agreement, all of the directors and officers of WGI and certain of its significant shareholders, collectively holding approximately 61.3% of the outstanding WGI common shares on a fully-diluted basis, entered into lock-up agreements with Opta, pursuant to which they have agreed to tender to the Offer all of the WGI common shares held by them (including common shares issuable upon exercise of options).
The Offer will be subject to certain customary conditions, including a minimum tender provision whereby at least 66 2/3% of the outstanding WGI common shares calculated on a fully-diluted basis will have been tendered prior to the expiry date of the Offer, and also subject to no event having occurred that has had, or that could reasonably be expected to have, a material adverse effect in respect of WGI. The Offer is not subject to any financing condition.
Provided that the minimum tender condition is met and Opta takes up and pays for the WGI common shares tendered to the Offer, Opta has agreed to take steps available to it under relevant corporate and securities laws to acquire any WGI common shares that remain outstanding following the completion of the Offer.
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