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Budcan Holdings Makes Cdn. $9.00 Per Share Cash Offer For The Common Shares of ThyssenKrupp Budd Canada.


KITCHENER, Ontario Coordinates:  The City of Kitchener (IPA [ˈkɪ.tʃə.nɝ]) is a city in southwestern Ontario, Canada.  -- Budcan Holdings Inc., a subsidiary of ThyssenKrupp Budd Company The Budd Company (now ThyssenKrupp Budd) is a metal fabricator and major supplier of body components to the automobile industry. The company is headquartered in Troy, Michigan. It was founded in 1912 by Edward G.  ("Budd"), announced today that it will mail on Friday, March 4, 2005 its offer to acquire all of the outstanding common shares of ThyssenKrupp Budd Canada Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
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:BUD) ("Budd Canada") that it does not own at a price of Cdn $9.00 per common share in cash. If all of the 856,845 common shares of Budd Canada not owned by Budcan Holdings are acquired under the offer, the aggregate acquisition cost to Budcan Holdings will be Cdn. $7,711,605. The offer has the unanimous support of the Board of Directors of Budd Canada which is recommending that shareholders accept the offer.

The offer represents a 80% per cent premium over Budd Canada's closing share price of Cdn. $5.00 on the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 on November 19, 2004, the day before Budd announced its intention to make an offer.

The Board of Directors of Budd Canada established an Independent Committee comprised of independent directors to supervise the preparation of a formal valuation of the common shares of Budd Canada and to consider the offer. CIBC World Markets CIBC World Markets is the investment banking division of the Canadian Imperial Bank of Commerce. It helps governments, large companies, and other large institutions obtain capital and credit and is a primary dealer in U.S. Treasury securities.  Inc. was retained by the Independent Committee and engaged by Budd Canada and delivered its valuation and fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 today.

Based upon and subject to the matters set out in the valuation and fairness opinion and such other factors that CIBC World Markets considered relevant, CIBC World Markets has opined to the Independent Committee that, as of March 3, 2005, the fair market value of Budd Canada's common shares is in the range of Cdn. $1.57 to Cdn. $10.24 per common share. Based upon and subject to the matters set out in the valuation and fairness opinion, CIBC World Markets has also opined to the Independent Committee that, as of March 3, 2005, the consideration provided under the offer is fair, from a financial point of view, to the shareholders of Budd Canada other than Budcan Holdings and its affiliates.

The offer will be made by way of an all cash take-over bid under applicable securities laws. The offer and circular of Budcan Holdings and a directors' circular containing the recommendation of the Budd Canada Board of Directors will be mailed on March 4, 2005 and the offer will remain open for acceptance until April 11, 2005. The offer is subject to customary terms and conditions, including a condition that at least 50.1 per cent of the Budd Canada common shares not held by Budcan Holdings and its affiliates are tendered to the offer and not withdrawn.

Budd's Chief Executive Officer and President, Dietrich Zaps, stated "We believe this acquisition is in the best interest of all Budd Canada stakeholders. The offer is a full and fair price for the minority interest in Budd Canada, representing over twenty-two times trailing twelve month EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become , more than four times the average trading multiple for other North American North American

named after North America.


North American blastomycosis
see North American blastomycosis.

North American cattle tick
see boophilusannulatus.
 auto parts manufacturers and more than four times the average acquisition multiple paid in recent North American auto parts transactions."

RBC Capital Markets RBC Capital Markets is the corporate and investment banking division of Royal Bank of Canada ("RBC"). Broker dealers
Depending on the jurisdiction, the division uses different broker dealer subsidiaries of RBC:
  • Canada: RBC Dominion Securities Inc
 and Osler, Hoskin & Harcourt LLP LLP - Lower Layer Protocol  are advising Budd Company in this transaction. CIBC World Markets Inc. and Stikeman Elliott LLP are advising the Independent Committee of the Board of Directors of Budd Canada.

ThyssenKrupp Budd Canada Inc. is an automotive manufacturer specializing in the production of light truck and sport utility vehicle frames and chassis components.

Budcan Holdings Inc. (TSX:BUD)
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Publication:Business Wire
Date:Mar 3, 2005
Words:573
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