Input Capital Corp. Agrees to be Acquired for $1.75 per Share
- 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.
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.
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.
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.
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.