{"id":380773,"date":"2020-11-13T08:03:38","date_gmt":"2020-11-13T13:03:38","guid":{"rendered":"http:\/\/www.marketnewsdesk.com\/?p=380773"},"modified":"2020-11-13T08:03:38","modified_gmt":"2020-11-13T13:03:38","slug":"dorel-agrees-to-going-private-transaction-at-c14-50-per-share","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/dorel-agrees-to-going-private-transaction-at-c14-50-per-share\/","title":{"rendered":"Dorel Agrees to Going-Private Transaction at C$14.50 per Share"},"content":{"rendered":"
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\n – Buyer Group led by an affiliate of Cerberus Capital Management, L.P. enters into definitive agreement to purchase all Dorel shares for C$14.50 per share in cash, excluding shares held by Martin\u00a0Schwartz, Alan\u00a0Schwartz, Jeffrey\u00a0Schwartz, Jeff\u00a0Segel and members of their immediate families<\/em>\n <\/p>\n

\n – Definitive agreement with Buyer Group follows independent and thorough evaluation process and negotiations by Special Committee of the Board of Directors of Dorel and provides compelling value to Dorel shareholders<\/em>\n <\/p>\n

MONTREAL, Nov. 13, 2020 (GLOBE NEWSWIRE) — Dorel Industries Inc. (TSX: DII.B, DII.A) (\u201cDorel<\/strong>\u201d) today announced that based on the recommendation of an independent committee of Dorel\u2019s Board of Directors (the\u00a0\u201cSpecial\u00a0Committee<\/strong>\u201d), Dorel has entered into a definitive arrangement agreement (the\u00a0\u201cArrangement Agreement<\/strong>\u201d) pursuant to which a buyer group (the\u00a0\u201cBuyer Group<\/strong>\u201d) led by an affiliate of Cerberus Capital Management, L.P. (\u201cCerberus<\/strong>\u201d) will acquire, for C$14.50 per share in cash, all of Dorel\u2019s issued and outstanding Class\u00a0A Multiple Voting Shares and Class\u00a0B Subordinate Voting Shares, except for an aggregate of 4,009,410\u00a0Class\u00a0A Multiple Voting Shares and 2,573,503\u00a0Class\u00a0B Subordinate Voting Shares (the\u00a0\u201cRollover Shares<\/strong>\u201d) owned by Martin\u00a0Schwartz, Alan\u00a0Schwartz, Jeffrey\u00a0Schwartz, Jeff\u00a0Segel and members of their immediate families (collectively, the\u00a0\u201cFamily Shareholders<\/strong>\u201d), by way of a statutory plan of arrangement under the Business Corporations Act<\/em> (Qu\u00e9bec) (the\u00a0\u201cArrangement<\/strong>\u201d).<\/p>\n

The Board of Directors of Dorel, acting on the unanimous recommendation of the Special Committee, determined that the Arrangement is in the best interests of Dorel and fair to non-Family Shareholders (the\u00a0\u201cPublic<\/strong>Shareholders<\/strong>\u201d), unanimously approved the Arrangement and unanimously recommends that the Public Shareholders vote in favour of the Arrangement at a special meeting of shareholders to be held to approve the Arrangement.<\/p>\n

Norman M. Steinberg, Chair of the Special Committee, said, \u201cToday\u2019s announcement is the culmination of a comprehensive process that began in December\u00a02019 when the Family Shareholders informed the Dorel Board of Directors of their intention to initiate a process to find a partner to take Dorel private. Over a period of eleven months, the Special Committee, with the advice of independent financial and legal advisors, has overseen and supervised this process, including contacting more than 25 potential financial sponsor partners, providing diligence materials to such partners, reviewing and considering non-binding proposals submitted by certain of these parties, and negotiating the financial and legal terms of the transaction proposed by the Buyer Group. The Special Committee believes that the Arrangement represents fair value for the Public Shareholders and is the best path forward for Dorel and all of\u00a0its stakeholders. We are pleased to have been able to reach this agreement with the Buyer Group at a time when Dorel is benefitting from increased demand for its products amid the unique backdrop of 2020.\u201d<\/p>\n

Martin\u00a0Schwartz, President and Chief Executive Officer of Dorel, said \u201cThe Family Shareholders believe that the Arrangement is a win for all of Dorel\u2019s stakeholders, including the Public Shareholders. This transaction will enable Dorel to continue to serve our employees, business partners and other stakeholders, and positions Dorel on a path for continued growth.\u201d<\/p>\n

\u201cWe are very pleased to partner with the Family Shareholders in this transaction,\u201d commented Scott Wille, Senior Managing Director at Cerberus. \u201cDorel has a long and successful history based on its entrepreneurial culture. We are excited to collaborate with Dorel\u2019s talented and dedicated managers and employees across all three of their business segments to further accelerate growth and enhance each segment\u2019s leadership position.\u201d<\/p>\n

The cash consideration to be paid to the Public Shareholders will be financed through a combination of cash funded by the Buyer Group and by Koch Equity Development LLC (\u201cKED<\/strong>\u201d) and committed financing from a group of lenders.<\/p>\n

\n Transaction Highlights and Rationale<\/strong>\n <\/p>\n

In response to the Family Shareholders expressing an interest in exploring a potential privatization transaction, the Board of Directors established the Special Committee, comprised of Norman\u00a0M.\u00a0Steinberg (chair), Alain\u00a0Benedetti, Dian\u00a0Cohen, Brad\u00a0A. Johnson, Sharon\u00a0Ranson and Maurice\u00a0Tousson, all of whom are independent directors of Dorel.<\/p>\n

Dorel, with the help of its financial and legal advisors, designed a process to solicit interest from potential counterparties. Over the past eleven months and under the supervision of the Special Committee, BMO\u00a0Capital Markets (\u201cBMO<\/strong>\u201d), in its capacity as financial advisor, solicited interest in a potential transaction from a large number of parties. Proposals, including that of Cerberus at C$14.50 per share, were evaluated based on a number of factors.<\/p>\n

The Special Committee, after receiving the fairness opinions of BMO and TD Securities Inc. (\u201cTD\u00a0Securities<\/strong>\u201d), a formal valuation of TD Securities and legal and financial advice, unanimously determined that the Arrangement is fair to the Public Shareholders, recommended that the Board of Directors approve the Arrangement Agreement and recommend that the Public Shareholders vote in favour of the resolution approving the arrangement (the\u00a0\u201cArrangement Resolution<\/strong>\u201d) at a special meeting of Dorel shareholders to be called to approve the Arrangement. The Board of Directors, after receiving the fairness opinions of BMO and TD Securities, the formal valuation of TD Securities, legal and financial advice and the recommendation of the Special Committee, unanimously determined, with Martin\u00a0Schwartz, Alan\u00a0Schwartz, Jeffrey\u00a0Schwartz and Jeff\u00a0Segel abstaining from voting, that the Arrangement is in the best interests of Dorel and is fair to the Public Shareholders, and unanimously recommends, with Martin\u00a0Schwartz, Alan\u00a0Schwartz, Jeffrey\u00a0Schwartz and Jeff\u00a0Segel abstaining from voting, that the Public Shareholders vote in favour of the Arrangement Resolution.<\/p>\n

The conclusions and recommendations of the Special Committee and the Board of Directors are based on a number of factors, including the following:<\/p>\n