Canadian Tire Mails Offer and Take-Over Bid Circular to Forzani Shareholders
TORONTO, ONTARIO and CALGARY, ALBERTA--(Marketwire - May 24, 2011) - Canadian Tire Corporation, Limited (TSX:CTC) (TSX:CTC.A) ("Canadian Tire") and The Forzani Group Ltd. (TSX:FGL) ("Forzani") announced today that Canadian Tire, through its wholly-owned subsidiary FGL AcquisitionCo Limited (the "Offeror"), has commenced its offer to acquire all of the outstanding Class "A" shares ("Common Shares") of Forzani for $26.50 per Common Share in cash (the "Offer") and mailed the Offer and take-over bid circular to Forzani shareholders. The directors' circular of the board of directors of Forzani has been concurrently mailed with the Offer and take-over bid circular.
The board of directors of Forzani, after receiving the recommendation of the special committee of the board of directors and a fairness opinion from its financial advisor, Greenhill & Co. Canada Ltd., has unanimously determined that the consideration offered for the Common Shares pursuant to the Offer is fair to all shareholders (other than the Offeror, Canadian Tire and their respective affiliates), that it is in the best interests of Forzani to support and facilitate the Offer and recommends that Forzani shareholders deposit all of their Common Shares to the Offer.
The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on June 29, 2011, unless extended, and is conditional upon, among other things, customary regulatory approvals and there having been validly deposited (and not withdrawn), together with any Common Shares owned or controlled by the Offeror and its affiliates, at least 66Γàö% of the outstanding Common Shares (on a fully-diluted basis).
Full details of the Offer are contained in the take-over bid circular of the Offeror and the Forzani directors' circular, copies of which are available under Forzani's profile at www.sedar.com.
Computershare Investor Services Inc. is the depositary for the Offer. Shareholders can obtain copies of the take-over bid circular and related materials at no charge from the depositary at 1-800-564-6253 or by email at email@example.com. The information agent for the Offer is Phoenix Advisory Partners. Inquires should be directed to the information agent toll-free at 1-866-793-5520 or firstname.lastname@example.org. Additional copies of these documents may also be obtained on request from the information agent.
About Canadian Tire Corporation, Limited
Canadian Tire Corporation, Limited is one of Canada's most-shopped general retailers, offering everyday products and services to Canadians through more than 1,200 retail and gasoline outlets from coast-to-coast. Canadian Tire's primary retail business categories – Automotive, Living, Fixing, Playing and Apparel – are supported and strengthened by its Financial Services division, which offers such products and services as credit cards, in-store financing, product warranties, and insurance. Nearly 57,000 people are employed across the Canadian Tire enterprise, which was founded in 1922 and remains one of Canada's most recognized and trusted brands.
About The Forzani Group Ltd.
The Forzani Group Ltd. is one of Canada's leading retailers of sporting goods, offering a comprehensive assortment of brand-name and private-brand products, operating stores from coast to coast, under the following corporate and franchise banners: Sport Chek, Sport Mart, Athletes World, National Sports, Sports Experts, Intersport, Atmosphere, Tech Shop, Nevada Bob's Golf, Hockey Experts, The Fitness Source and S3. Forzani also has websites for several of its corporate and franchise banners which can be accessed through its main website at www.forzanigroup.com.
This press release contains certain statements that may constitute forward-looking information within the meaning of applicable securities laws relating to Canadian Tire, the Offeror, Forzani and their respective operations. This forward-looking information relates to, among other things, the Offer, conditions of the Offer and expected expiry of the Offer. Often, but not always, forward-looking information can be identified by the use of such words as "may", "will", "expect", "believe", "plan", "intend", "estimate", "outlook", "forecast", "should", "anticipate" and other similar terminology, including statements concerning possible or assumed future results. Forward-looking information is based on the reasonable assumptions, analysis and estimates of the management of Canadian Tire and Forzani in respect of their respective experience and perception of trends, current economic conditions and expected developments, as well as other material factors considered to be relevant at the time of making such statements.
By its nature, forward-looking information involves known and unknown risks and uncertainties, which give rise to the possibility that these assumptions, analysis and estimates will be incorrect and that anticipated results will not be achieved. Although the management of both Canadian Tire and Forzani believe that the statements with respect to forward-looking information are reasonable and current, such statements should not be interpreted as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. Forward-looking information is necessarily subject to a number of factors that may cause actual results to differ materially from those results implied by the expectations suggested by such information. Those factors include, without limitation, the following: the ability to obtain all necessary regulatory approvals, third party consents and otherwise satisfy the conditions of the Offer; delays in mailing the take-over bid documentation or in closing the Offer; and those risks and uncertainties described in the Annual Information Forms of Canadian Tire and Forzani filed with the securities regulatory authorities in Canada available at www.sedar.com.
When relying on the forward-looking information to make decisions with respect to Canadian Tire or Forzani, investors and others should carefully consider the foregoing factors, but are strongly cautioned that the foregoing list of factors is not exhaustive and other factors could adversely affect the performance of Canadian Tire or Forzani. Investors and other readers are encouraged to consider the foregoing risks and other factors carefully when evaluating the forward-looking information and are cautioned not to place undue reliance upon such information when making investment decisions. The forward-looking information in this press release is current to the date hereof, and is subject to change following such date. While Canadian Tire and/or Forzani may elect to do so, unless required by applicable law, neither undertakes, and each expressly disclaims, any obligation to update this information to reflect new information or circumstances at any particular time.