1314385 Ontario Limited Announces Bid To Acquire All Issued And Outstanding Common Shares Of Trailmobile.Business Editors MISSISSAUGA, Ontario--(BUSINESS WIRE)--Feb. 1, 2002 TRAILMOBILE CANADA LIMITED ("TMX-T") Trailmobile Canada Limited ("TCL See Tcl/Tk. Tcl - Tool Command Language " or the "Company") wishes to advised that its controlling shareholder, 1314385 Ontario Limited (the "Offeror"), today announced its intention to make a cash offer (the "Offer") to purchase all of the outstanding common shares of the Company at a price per share of $0.10. This price represents a premium of 25% to Trailmobile's closing market price of $0.08 on Friday, February 1, 2002 on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. . There are currently 56.18 million shares of Trailmobile outstanding of which the Offeror currently holds approximately 34.7 million shares (61.77%). The Offeror is offering to acquire the 21.48 million shares of Trailmobile it does not currently own. Arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other. shareholders controlling 10.4 million shares (the "Lockup See hang and abend. Shareholders") have agreed to tender their shares to the Offer including Howson Tattersall tat·ter·sall also Tat·ter·sall n. 1. A pattern of dark lines forming squares on a light background. 2. Cloth woven or printed with this pattern. adj. Investment Counsel Limited ("Howson Tattersall") which exercises control over 5.66 million shares representing 10.06% of the outstanding capital of the Company and 26.33% of the outstanding capital of the Company not owned by the Offeror. In accordance with applicable securities regulatory requirements, the Trailmobile Board will establish a committee of independent directors which will review the terms and conditions of the Offer and report on these to the Board of Directors of Trailmobile. The Offeror will mail its Offer to all registered shareholders of Trailmobile as soon as possible after the independent committee has reported to the Board of Trailmobile. The offer constitutes an Insider Bid under Ontario Securities Commission The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance. Rule 61-501 (the "Rule"), which would normally require a valuation. However, the price was negotiated with the Lockup Shareholders, including Howson Tattersall, and, as a result, the Rule provides for an exemption from the valuation requirements. Exemptions will be sought from the valuation requirements under the securities laws of Alberta and British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography based upon the same criteria. Edward Wanandi, Chairman and C.E.O. of the Offeror and Trailmobile commented in announcing the bid: "With the obligations being imposed upon the Offeror by the Company's financiers and the pressure from the Toronto Stock Exchange in reviewing the continued listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. of the Company, the Offer is being made to provide liquidity for the minority shareholders. Following completion of the Offer, the Offeror will continue to operate the trailer manufacturing business of the Company at its sole risk." Trailmobile Canada Limited manufactures dry-freight trailers for commercial trucking customers in Canada and the United States The United States and Canada share a unique legal relationship. U.S. law looks northward with a mixture of optimism and cooperation, viewing Canada as an integral part of U.S. economic and environmental policy. . The company is majority owned by Chicago-based Trailmobile Corporation. Trailmobile is one of North America's largest trailer manufacturers, with an extensive sales and distribution network in both the USA and Canada. Trailmobile Canada Limited's head office and manufacturing facility are located in Mississauga, Ontario. |
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