Goldman Sachs (GS) Merchant Banking to Acquire Canada's People Corporation for C$1.13B
People Corporation (TSX Venture: PEO) today announced that it has entered into an arrangement agreement pursuant to which investment funds managed by the Goldman Sachs Merchant Banking Division (NYSE: GS) will acquire all of the issued and outstanding common shares of the Company for $15.22 per share in cash, representing a total equity value of approximately $1.13 billion. The Purchase Price represents a 37% premium to the 20-day volume-weighted average price per share for the period ending on December 11, 2020, and a 36% premium to the closing price on December 11, 2020.
Laurie Goldberg, Executive Chairman and Chief Executive Officer of People Corporation, said, "This Transaction delivers tremendous value for our shareholders while creating the conditions that will enable our team to write People Corporation’s next chapter. As a private company with a committed, well-capitalized and long-term owner, People Corporation will accelerate its scale in talent and technology, consistent with its commitment to bring to bear industry-leading group benefits, group retirement and HR solutions to each client engagement, delivered by its best-in-class consultants across its national platform. I look forward to continuing to lead our outstanding team as we look to the future.”
Scott Anderson, Chairman of the Special Committee of independent directors of People Corporation, said, "This transaction is an excellent opportunity for People Corporation’s shareholders, and for the Company’s clients, partners, employees and other stakeholders. The Transaction recognizes the value of People Corporation’s growth, success, and long-term track record of delivering shareholder returns. The Purchase Price represents a significant premium to both current and historical trading prices for People Corporation’s shares. We are confident that the partnership with Goldman Sachs will enhance the Company’s ability to pursue its long-term vision and ensure that People Corporation continues to be a leader in the industry."
Anthony Arnold, Managing Director at Goldman Sachs, said, "We are thrilled to be a part of the next phase of the People Corporation story. The Company has a compelling client offering with experienced consultants and a national scale that have helped deliver outstanding organic growth over time. There is also a continued and meaningful investment opportunity to deploy capital and access opportunities in People Corporation’s core and adjacent markets. We look forward to working with Laurie and the rest of the management team to build upon what has made People Corporation so successful.”
People Corporation and Goldman Sachs are fully aligned on and committed to People Corporation’s strategy of growth both organically and through acquisition. People Corporation will continue to be led by Mr. Goldberg and the current senior leadership team, from its corporate office in Winnipeg, Manitoba and over 40 offices throughout the country. No changes are expected to People Corporation’s personnel, service model and standards, or operating principles.
The Transaction is the result of a review of strategic alternatives for the Company, considering the interests of all stakeholders, including shareholders, clients, partners and employees, undertaken by a special committee of independent directors of People Corporation (the “Special Committee”). The review resulted in a comprehensive process focused on maximizing value for People Corporation’s shareholders and involved discussions with a broad range of potential strategic buyers and financial sponsors. The Transaction is the outcome of that process, and is unanimously supported by People Corporation’s Board of Directors (the “Board”).
Entry into the Arrangement Agreement was based on the unanimous recommendations of both the Board and the Special Committee and followed an extensive review and analysis of what is in the best interests of People Corporation including its shareholders. The conclusions and recommendations of the Special Committee and the Board have been based on a number of factors, including (without limitation) the following:
Compelling Value to People Corporation Shareholders – the all-cash consideration payable to shareholders represents significant value to shareholders:
º 36% premium to People Corporation’s trading price per share on the TSXV on December 11, 2020 and a 37% premium to the 20-day volume-weighted average price per share on the TSXV for the period ending on December 11, 2020.
º 28% premium to the all-time closing trading high for People Corporation shares.
Certainty of Value and Liquidity – the payment to shareholders under the terms of the Arrangement Agreement will be all cash, which provides certainty and immediate liquidity to shareholders.
Fairness Opinions – Each of William Blair and CIBC Capital Markets has provided the Special Committee and the Board with an opinion to the effect that, as of December 13, 2020, the consideration to be received by holders of People Corporation shares in the Transaction is fair, from a financial point of view, to such holders (other than the Rollover Shareholders, as defined below), in each case subject to the respective limitations, qualifications, assumptions, and other matters set forth in such opinions.
Transaction and Shareholder Meeting Details
The Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Ontario). The completion of the Transaction will be subject to shareholder approval at a special meeting of the Company’s shareholders (the “Special Meeting”). Directors and the senior management team have entered into customary agreements to vote their Shares in favour of the Transaction, subject to certain exceptions. Mr. Goldberg together with the rest of the senior management team (collectively, the “Rollover Shareholders”), have agreed to roll a portion of their equity for shares of an entity controlled by the Purchaser.
The Transaction will constitute a "business combination" for the purposes of MI 61-101. The Transaction will therefore require the approval of the holders of a majority of the votes cast at the Special Meeting excluding those shares held by the Rollover Shareholders, in addition to approval by 66 2/3% of all votes cast at the Special Meeting. The Transaction is also subject to the approval of the Ontario Superior Court of Justice, in addition to certain regulatory approvals and closing conditions customary to a transaction of this nature. The Transaction will be financed through a combination of committed debt and equity financing, subject to the terms of those commitments. The Transaction is expected to close in the first calendar quarter of 2021.
The Arrangement Agreement includes customary provisions relating to non-solicitation, subject to customary “fiduciary out” provisions that entitle People Corporation to consider and accept a superior proposal if not matched by the Purchaser.
People Corporation expects to hold the Special Meeting of shareholders to consider the Transaction in February 2021 and to mail the management information circular for the Special Meeting in January 2021. Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by the Company under its profile at www.sedar.com. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Board and how shareholders can participate in and vote at the Special Meeting will be provided in the management information circular for the Special Meeting which will also be filed at www.sedar.com. Shareholders are urged to read these and other relevant materials when they become available.
William Blair and CIBC Capital Markets are acting as financial advisors to the Company. Stikeman Elliott LLP is acting as legal advisor to the Company, and Davies Ward Phillips & Vineberg LLP is acting as independent legal advisor to the Special Committee.
Goldman Sachs Canada and BMO Capital Markets are acting as joint financial advisors, and Osler, Hoskin & Harcourt LLP and Sullivan & Cromwell LLP are acting as legal advisors, to Goldman Sachs Merchant Banking.