Transaction Highlights
- All cash consideration of $1.75
per Input Share representing a 103% premium to the closing price of
Input Shares on August 12, 2020 and a
149% premium to the volume weighted average price ("VWAP") of the
Input Shares over the last full year of trading.
- Management and Board of Directors unanimously recommend the
Transaction to Input Shareholders.
- Board of Directors has unanimously determined that the
Transaction is in the best interests of Input.
- 100% cash consideration provides immediate liquidity and
certainty of value for Input Shareholders.
REGINA, SK & WASHINGTON,
DC, Aug. 12, 2020 /CNW/
- Input Capital Corp. (TSXV: INP) (US: INPCF) ("Input",
"Company"), the world's first agriculture streaming company, and
Bridgeway National (US: BDGY) ("Bridgeway"), a diversified publicly
traded holding company with a focus on acquiring businesses run by
qualified and ethical management teams, today announce that they
have entered into a definitive arrangement agreement (the
"Agreement") pursuant to which Bridgeway will acquire all of the
issued and outstanding common shares of Input (the "Input Shares")
by way of a statutory plan of arrangement under The Business
Corporations Act of Saskatchewan (the "Transaction").
Under the terms of the Agreement, each Input shareholder (the
"Input Shareholders") will receive cash consideration of
$1.75 for each Input Share held (the
"Consideration"), representing aggregate consideration of
approximately $97.5 million on a
fully diluted basis. The Consideration represents an approximately
103% premium to the closing price of Input Shares on August 12, 2020, and an approximately 149%
premium to the VWAP of the Input Shares over the last full year of
trading. The Agreement is not subject to any financing
condition.
"The combination of Bridgeway with its strong financial backers
and Input creates a strong foundation to accelerate growth of
Input's innovative mortgage stream business," said Eric Blue, Chairman & CEO of Bridgeway. "We
believe we can help scale this business to become a well-known
financial solution provider to farmers in Canada, and potentially beyond."
"Last year, our Board of Directors ran an exhaustive strategic
review process, to seek out a partner with a source of scalable
capital to grow our mortgage stream business," stated Doug Emsley, Chairman & CEO of Input. Mr.
Emsley continued, "Shareholders will know that for the last 14
months, we have continued to search for a capital partner while
focussing on growing book value per share. We are pleased to have
met the team from Bridgeway and put together this proposed
transaction that provides immediate liquidity and certainty of
value that we believe to be in the best interest of all
shareholders."
Board of Directors Recommendations & Shareholder
Support
The Board of Directors has unanimously determined that the
Transaction is in the best interests of Input and is recommending
that Input Shareholders vote in favour of the Transaction.
Each director and all senior officers of the Company have
entered into voting agreements with Bridgeway pursuant to which,
among other things, they have agreed to vote all of the Shares
owned or controlled by them in favour of the Arrangement,
representing approximately 33.3% of the outstanding Shares.
Transaction Details
The Agreement will be implemented by way of a statutory plan of
arrangement under The Business Corporations Act of
Saskatchewan and is subject to
approval of 66 2/3% of the votes cast by Input Shareholders at a
special meeting of Input Shareholders to be called to approve the
Transaction (the "Special Meeting").
The completion of the Transaction will also be subject to
obtaining required court and other approvals and satisfaction of
closing conditions customary for a transaction of this
nature. The Agreement includes customary deal-protection
provisions. Input is subject to non-solicitation provisions
and in certain circumstances, the Board of Directors may terminate
the Agreement in favour of an unsolicited superior proposal,
subject to the payment of a termination fee and subject to a right
of Bridgeway to match such superior proposal.
It is anticipated that the management information circular (the
"Circular") will be mailed to Input Shareholders in August and the
Special Meeting will be held in September
2020. Following closing of the Transaction, the Input Shares
would be delisted from the TSX Venture Exchange. The Transaction is
expected to close in October
2020.
Advisors and Counsel
McKercher LLP is acting as counsel to Input. Loeb & Loeb is
acting as US counsel to Bridgeway, with Wildeboer Dellelce LLP
acting as Canadian counsel.
Dividend Suspended
As a result of the Transaction, Input will suspend all dividend
payments pending the successful outcome of the Transaction.
Additional Information about the Transaction
A description of the various factors considered by the Board of
Directors of the Company in its determination to approve the
Transaction, as well as other relevant background information, will
be included in the Circular to be sent to the Company's
shareholders in advance of the Special Meeting. The Circular, the
Arrangement Agreement, including the plan of arrangement, and
certain related documents will be filed with the Canadian
securities regulators and will be available on SEDAR at
www.sedar.com.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
ABOUT INPUT
Input is an agriculture commodity streaming company with a focus
on canola, the largest and most profitable crop in Canadian
agriculture. The Company has developed several flexible and
competitive forms of financing which help western Canadian canola
farmers solve working capital, mortgage finance and canola
marketing challenges and improve the financial position of their
farms. Under a streaming contract, Input has provided capital in
exchange for a stream of canola via multi-year fixed-volume canola
purchase contracts.
ABOUT BRIDGEWAY
Bridgeway National is a publicly traded diversified holding
company with a focus on acquiring on quality, well positioned
businesses that operate in industries with strong tail winds. We
shun market fads and are fundamentally grounded in our core
investment focus of acquiring interests in strong business concerns
that are run by qualified and ethical management teams.
Forward Looking Statements
This release includes forward-looking statements regarding
Input and its business. Such statements are based on the current
expectations and views of future events of Input's management. In
some cases the forward-looking statements can be identified by
words or phrases such as "may", "will", "expect", "plan",
"anticipate", "intend", "potential", "estimate", "believe" or the
negative of these terms, or other similar expressions intended to
identify forward-looking statements. The forward-looking events and
circumstances discussed in this release may not occur and could
differ materially as a result of known and unknown risk factors and
uncertainties affecting Input, including risks regarding the
agricultural industry, economic factors and the equity markets
generally and many other factors beyond the control of Input. No
forward-looking statement can be guaranteed. Forward-looking
statements and information by their nature are based on assumptions
and involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or
achievements, or industry results, to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statement or information.
Accordingly, readers should not place undue reliance on any
forward-looking statements or information. Except as required by
applicable securities laws, forward-looking statements speak only
as of the date on which they are made and Input undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
SOURCE Input Capital Corp.