Provided by Group Mach Acquisition Inc./CNW
- Group Mach Acquisition Inc. offers holders of Class B Voting Shares of Transat A.T. Inc. $14.00 per Share payable in cash for not less than 6,900,000 Class B Voting Shares of Transat, representing approximately 19.5% of the issued and outstanding Class B Voting Shares (the “Offer“).
- The Offer is being made to all holders of Class B Voting Shares of Transat as of July 17, 2019, being the record date set by Transat for voting at Transat’s upcoming special meeting of shareholders to be held August 23, 2019(the “Special Meeting“). Shareholders who were not holders of Class B Voting Shares as of the record date, and holders of other classes of securities of Transat, are not eligible to tender to the Offer.
- The deposit deadline for the Offer is 5:00 p.m. (Montréal time) on August 13, 2019.
- As a condition of the Offer, depositing shareholders are required to appoint representatives of Mach as their nominee and proxy for the Special Meeting in respect of all Class B Voting Shares deposited pursuant to the Offer.
- Mach intends to vote all Class B Voting Shares tendered to the Offer against Transat’s proposed plan of arrangement with Air Canada.
- Mach intends to conduct a concurrent proxy solicitation to defeat Transat’s proposed plan of arrangement with Air Canada and to generate additional value for Transat shareholders.
- Questions or requests for assisting in depositing your Class B Voting Shares may be directed to Laurel Hill Advisory Group toll free at 1-877-452-7184 or by email at assistance@laurelhill.com.
MONTRÉAL, Aug. 2, 2019 /CNW/ – Group Mach Acquisition Inc. (“Mach” or the “Offeror“), a wholly-owned subsidiary of Group Mach Inc., is pleased to announce an offer to purchase not less than 6,900,000 Class B Voting Shares (the “Shares“) of Transat A.T. Inc. (TSX: TRZ) (“Transat“), representing approximately 19.5% of the issued and outstanding Shares, at a price of $14.00 cash per Share (the “Purchase Price“).
The Purchase Price represents the following approximate premiums: 21% to the $11.55 closing price of the Voting Shares (as defined below) on the TSX on Thursday, August 1, 2019, and $1.00 per Share, or 8%, more than the $13.00 per Voting Share offered under the plan of arrangement between Air Canada and Transat announced on June 27, 2019 (the “Proposed Arrangement“). In addition, the Offer represents a premium of 147% to the $5.67 closing price of the Voting Shares on the TSX on April 29, 2019, the day prior to the day that Transat first publicly announced the potential sale of the company. The Purchase Price represents a premium of 176% to the 30-day volume weighted average price of the Voting Shares on the TSX on April 29, 2019, and a premium of 162% to the 90-day volume weighted average price of such Voting Shares on the TSX on such date.
The Offer is made only to registered and beneficial holders of Shares as of the Record Date (the “Shareholders“). The Offer is not made for any Class A Variable Voting Shares of Transat (together with the Shares, the “Voting Shares“) or any convertible securities of Transat. Shares belonging to registered or beneficial holders who were not holders of such Shares as of July 17, 2019 are ineligible for take up under the Offer.
The deadline to deposit Shares under the Offer commences on the date hereof and ends at 5:00 p.m. (Montréal time) on August 13, 2019 (the “Deposit Deadline“), or such earlier or later time or times and date or dates which may be established by the Offeror in accordance with the Offer, unless withdrawn by the Offeror.
Shareholders tendering to the Offer shall be required to appoint representatives of Mach as its nominee and proxy for the Special Meeting in respect of all Shares deposited pursuant to the Offer by the Deposit Deadline (the “DepositedShares“), regardless of the number of Shares actually taken up and paid for by Offeror.