/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Sept. 25,
2024 /CNW/ - Sleep Country Canada Holdings Inc.
("Sleep Country" or the "Company") (TSX: ZZZ) is pleased to
announce that it has obtained a final order from the Ontario
Superior Court of Justice (Commercial List) approving the
previously announced plan of arrangement under section 192 of the
Canada Business Corporations Act (the "Arrangement"),
pursuant to which 16133258 Canada Inc. (the "Purchaser"), a
newly-formed and wholly-owned subsidiary of Fairfax Financial
Holdings Limited ("Fairfax") (TSX: FFH) (TSX: FFH.U) will acquire
all of the issued and outstanding common shares of Sleep Country
for $35.00 in cash per common
share.
Receipt of the final order follows Sleep Country's special
meeting of shareholders held on September
18, 2024 where the Arrangement was overwhelmingly approved
by the shareholders of Sleep Country.
Subject to the satisfaction or waiver of customary closing
conditions in the arrangement agreement dated July 21, 2024 among the Company, the Purchaser
and Fairfax (the "Arrangement Agreement"), the parties currently
anticipate that the closing of the Arrangement will occur on or
about October 1, 2024.
Following completion of the Arrangement, it is anticipated that
the common shares of Sleep Country will be de-listed from the
Toronto Stock Exchange. Fairfax also intends to cause Sleep Country
to apply to cease to be a reporting issuer under applicable
Canadian securities laws.
Full details of the Arrangement and certain other matters are
set out in Sleep Country's management proxy circular dated
August 16, 2024 (the "Circular")
which has been filed under its issuer profile on SEDAR+ at
www.sedarplus.ca.
Forward-Looking Information
Certain information in this news release contains
forward-looking information and forward-looking statements, which
reflect our current view with respect to anticipated events as well
as the Company's objectives, plans, goals, strategies, outlook,
results of operations, financial and operating performance,
prospects and opportunities. Wherever used, the words "may",
"will", "anticipate", "expect", "scheduled", "intend", and similar
expressions, identify forward-looking information and
forward-looking statements. Forward-looking information herein
includes statements regarding: the anticipated timing of various
steps to be completed in connection with the Arrangement, including
the anticipated closing date of the Arrangement; the de-listing of
the common shares of the Company on the Toronto Stock Exchange;
Fairfax's intention to cause the Company to apply to cease to be a
reporting issuer; the ability of the parties to satisfy the other
conditions to the closing of the Arrangement; and other statements
that are not historical facts. Forward-looking information and
forward-looking statements should not be read as guarantees of
future events, performance or results, and will not necessarily be
accurate indications of whether, or the times at which, such
events, performance or results will be achieved. All the
information in this news release containing forward-looking
information or forward-looking statements is qualified by these
cautionary statements.
Forward-looking information and forward-looking statements are
based on information available to Sleep Country at the time they
are made, underlying estimates, opinions and assumptions made by
Sleep Country and management's current good faith belief with
respect to future strategies, prospects, events, performance and
results, and are subject to inherent risks and uncertainties
surrounding future expectations generally. Such risks and
uncertainties include, but are not limited to, those described in
the Circular, as well as the Company's management's discussion and
analysis ("MD&A") for Q2 2024 under the sections "Risk Factors"
and those described in the Company's 2023 annual information form
(the "AIF") filed on March 6, 2024,
both of which can be accessed under the Company's issuer profile on
SEDAR+ at www.sedarplus.ca. In addition, forward-looking
information in this news release is subject to a number of
additional risks and uncertainties, including: the possibility that
the Arrangement will not be completed on the terms and conditions,
or on the timing, currently contemplated, and that it may not be
completed at all, due to a failure to obtain or satisfy, in a
timely manner or otherwise, conditions of closing necessary to
complete the Arrangement or for other reasons; failure to complete
the Arrangement could negatively impact the price of the common
shares or otherwise affect the business, financial condition or
results of the Company; the Arrangement Agreement may be terminated
by the parties in certain circumstances; significant transaction
costs or unknown liabilities; while the Arrangement is pending, the
Company is restricted from taking certain actions; the possibility
of adverse reactions or changes in business relationships resulting
from the completion of the Arrangement; certain of the Company's
directors and officers may have interests in the Arrangement that
are different from those of the Company's shareholders; risks
related to tax matters; the failure to realize the expected
benefits of the Arrangement; risks relating to the Company's
ability to retain and attract key personnel during the interim
period; credit, market, currency, operational, liquidity and
funding risks generally and relating specifically to the
Arrangement, including changes in economic conditions, interest
rates or tax rates; the Company and the Purchaser may be subject to
legal claims, securities class actions, derivative lawsuits and
other claims; and other risks inherent to the business carried out
by the Company and/or factors beyond its control which could have a
material adverse effect on the Company or its ability to complete
the Arrangement. Additional risks and uncertainties not presently
known to the Company or that the Company currently believes to be
less significant may also adversely affect the Company.
The Company cautions that the list of risk factors and
uncertainties described above and in the Circular, the MD&A for
Q2 2024 and the AIF are not exhaustive and that should certain
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual strategies, prospects, events,
performance and results may vary significantly from those expected.
There can be no assurance that the actual strategies, prospects,
results, performance, events or activities anticipated by the
Company will be realized or even if substantially realized, that
they will have the expected consequences to, or effects on, the
Company. Readers are urged to consider the risks, uncertainties,
and assumptions carefully in evaluating the forward-looking
information and forward-looking statements and are cautioned not to
place undue reliance on such information and statements.
The Company does not undertake to update any such
forward-looking information or forward-looking statements, whether
as a result of new information, future events or otherwise, except
as required by applicable laws.
About Sleep Country
Sleep Country is Canada's leading specialty sleep retailer with
a purpose to transform lives by awakening Canadians to the power of
sleep. Sleep Country operates under the retailer banners; Sleep
Country Canada, Dormez-vous, the rest, Endy, Silk & Snow, Hush
and Casper Canada. The Company has
omnichannel and eCommerce operations, including 307 corporate-owned
stores and 18 warehouses across Canada. Recognized as one of
Canada's Most Admired Corporate Cultures in 2022 by Waterstone
Human Capital, Sleep Country is committed to building a company
culture of inclusion and diversity where differences are embraced
and valued. The Company actively invests in its sleep ecosystem,
innovative products, world-class customer experience, communities
and its people. For more information about Sleep Country, please
visit https://ir.sleepcountry.ca.
About Fairfax
Fairfax is a holding company which, through its subsidiaries, is
primarily engaged in property and casualty insurance and
reinsurance and the associated investment management. For further
information, please contact: John
Varnell, Vice President, Corporate Development at (416)
367-4941.
SOURCE Sleep Country Canada Holdings Inc. Investor Relations