QUÉBEC CITY, Nov. 18,
2013 /CNW Telbec/ - Novik Inc. ("Novik") (TSXV: NVK)
is pleased to announce that it has entered into a non-binding
(subject to prescribed exceptions) letter of intent (the
"Letter") with Clearview Capital LLC ("Clearview") pursuant to which Clearview proposes to acquire all of the
issued and outstanding common shares (the "Shares") of Novik
(the "Transaction"), including the Shares issuable upon the
conversion of convertible securities, for a cash consideration of
$0.85 per Share (the "Purchase
Price"), representing an aggregate purchase price of
approximately $45,000,000, plus the
assumption of certain debt and debt-like items. The Transaction is
not subject to any financing condition.
The Purchase Price represents a premium of
approximately 21.9% to the 30-day volume-weighted average trading
price of the Shares ("VWAP") for the period ending on the
date hereof and a premium of approximately 35.2% to the 90-day
VWAP.
It is anticipated that the Transaction shall
proceed by way of a court approved plan of arrangement pursuant to
the Business Corporation Act (Quebec). The Letter provides for an
exclusivity period of 20 business days following its execution,
subject to an automatic extension of 10 business days and any
further mutually agreed extension, (the "Exclusivity
Period") during which Novik shall negotiate an arrangement
agreement (the "Arrangement Agreement") with Clearview and allow Clearview to complete confirmatory due
diligence. In the event the Arrangement Agreement is executed, the
closing of the Transaction will be subject to a number of
conditions, including, but not limited to, regulatory, third party,
court and shareholder approvals.
Under the Letter, Novik has agreed not to
solicit any other acquisition proposals, provided, however, that
the board of directors of Novik (the "Board") is permitted
to consider unsolicited superior proposals in compliance with its
fiduciary duties. Clearview has a
right to match any such superior proposal. The Letter provides for
a break fee of $1,800,000 to be
payable by Novik to Clearview if
the Letter is terminated under certain circumstances, including in
the event that the Board accepts a superior proposal during the
Exclusivity Period.
Michel Gaudreau,
the Chairman of the Board and President and Chief Executive Officer
of Novik and the holder, directly or indirectly, of 19,425,000
Shares and options to purchase 750,000 common shares of Novik
representing approximately 39 % of the outstanding Shares (on a
non-diluted basis), has signed an irrevocable lock-up agreement
with Clearview (the "Lock-Up
Agreement") pursuant to which he has undertaken, among other
matters, to vote in favour of the Transaction and against any
alternative acquisition proposal. The Lock-Up Agreement also grants
a proxy in favour of Clearview to
exercise the voting rights attached to the Shares held by Mr.
Gaudreau. The Lock-Up Agreement automatically terminates on such
date that is the earlier of (i) the date upon which Novik and
Clearview have mutually agreed in
writing to terminate the Letter, (ii) four (4) months following the
execution of the Letter provided that during such period no
Arrangement Agreement has been executed by Novik and Clearview, (iii) the termination of the
Arrangement Agreement resulting from a breach by Clearview, (iv) four (4) months following the
termination of the Arrangement Agreement for any other reason, and
(v) the closing of the Transaction.
"We believe the acquisition of Novik by
Clearview is a transaction
beneficial to all stakeholders, including shareholders, employees
and customers. This announcement marks a positive outcome for Novik
shareholders following a process undertaken with the assistance of
Novik's financial advisor, PricewaterhouseCoopers Corporate Finance
Inc., in which Novik has reviewed and considered many potential
alternatives" commented Michel
Gaudreau. Novik formed a special committee comprised of its
three independent directors to oversee this process.
"Novik is an excellent company with great
employees, highly differentiated products and high potential
for future growth", said James G.
Andersen, Clearview's
co-Founder and co-Managing Partner. "Our goal is to partner
with Novik's talented management team to invest in continued
expansion in Quebec and in further
penetration of the United States
market. We strongly believe that our access to capital and
extensive experience and relationships at all levels of the
building products industry will allow us to accelerate the
company's growth for the benefit of all the company's
stakeholders."
Full details of the Transaction will be included
in the Arrangement Agreement and the management information
circular expected to be filed with the regulatory authorities and
mailed to holders of Shares in accordance with applicable
securities laws. All securityholders of Novik are urged to read the
management information circular once it becomes available as it
will contain additional important information about the
Transaction.
PricewaterhouseCoopers Corporate Finance Inc. is
acting as financial advisor and McCarthy Tétrault LLP is acting as
legal advisor to Novik. Blake, Cassels & Graydon LLP is acting
as legal advisor to Clearview.
ABOUT NOVIK
Novik (NVK) is a leader in the design,
manufacture and distribution of innovative polymer exterior siding,
roofing coverings and accessories that replace traditional
materials such as stone, brick or wood shingles. These products
target the world-wide residential and commercial construction
industry.
ABOUT CLEARVIEW
Clearview Capital, LLC is a private investment
firm based in Old Greenwich, CT
that invests in and develops mid-sized, North American companies in
partnership with management. The firm has a long history of
assisting strong management teams in the execution of their growth
strategies.
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
This news release contains forward-looking
information, as such term is defined in applicable securities laws.
Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate and similar
expressions, or are those which, by their nature, refer to future
events. Forward-looking information includes, without limitation,
the outcome of the proposed Transaction and other similar
information concerning anticipated future events, conditions or
results that are not historical facts. Specifically, the
Letter is subject to numerous conditions including the completion
of a satisfactory due diligence and the negotiation and execution
of the Arrangement Agreement. This press release also
contains forward-looking statements and information concerning the
anticipated timing and completion of the execution of the
Arrangement Agreement. Novik provided these anticipated times in
reliance on certain assumptions that it believes are reasonable at
this time, including assumptions as to the time required for
Clearview to complete its
confirmatory due diligence. Novik cautions readers that all
forward-looking information is inherently uncertain and that actual
performance may be affected by a number of material factors, many
of which are beyond Novik's control. Accordingly, actual future
events, conditions and results may differ materially from the
estimates, beliefs, intentions and expectations expressed or
implied in the forward-looking information. All statements are made
as of the date of this news release and Novik assumes no obligation
to update or alter any forward-looking information unless required
by applicable laws.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Novik Inc.