Canadian Tire Announces Successful Bid for The Forzani Group
TORONTO, ONTARIO and CALGARY, ALBERTA--(Marketwire - Aug. 18, 2011) - Canadian Tire Corporation, Limited (TSX:CTC) (TSX:CTC.A) ("Canadian Tire") announced today that the offer by its wholly-owned subsidiary FGL AcquisitionCo Limited (the "Offeror") to acquire all of the outstanding Class "A" shares ("Common Shares") of The Forzani Group Ltd. (TSX:FGL) ("Forzani") for $26.50 per Common Share in cash (the "Offer") has expired.
27,969,406 Common Shares of Forzani have been validly deposited to the Offer. As all of the conditions of the Offer have been satisfied, the Offeror has taken up and accepted for payment in accordance with the Offer all of the deposited Common Shares. The deposited Common Shares, together with the Common Shares already owned by Canadian Tire, represent approximately 97% of the total outstanding Common Shares on a fully-diluted basis.
As more than 90% of the Common Shares sought were deposited to the Offer, Canadian Tire intends to acquire all of the remaining Forzani Common Shares not deposited under the Offer pursuant to the compulsory acquisition provisions of the Business Corporations Act (Alberta). Canadian Tire further intends to cause the Common Shares to be de-listed from the Toronto Stock Exchange and cause Forzani to cease to be a reporting issuer under applicable securities laws as soon as possible.
In connection with the change of control, Forzani's Chief Executive Officer, Robert Sartor, and Chief Financial Officer, Michael Lambert, have stepped down from their roles. Michael Medline, who led the Canadian Tire acquisition team and formerly served as President, Canadian Tire Automotive and Dealer Relations, has been named Forzani's new President. Gregory Craig, Canadian Tire's Vice-President of Financial Planning and Analysis, has been appointed Forzani's Chief Financial Officer. A management team made up of existing Forzani executives and Canadian Tire executives has been put into place.
In addition, in accordance with the Acquisition Support Agreement dated May 8, 2011 among Canadian Tire, the Offeror and Forzani, all of the members of Forzani's Board of Directors have resigned and have been replaced by the following Canadian Tire Board members and executives: Robyn Collver, Gregory Craig, James Goodfellow, Marco Marrone, Michael Medline, Doug Nathanson, Alan Rossy and Graham Savage.
ABOUT CANADIAN TIRE
Canadian Tire Corporation, Limited (TSX:CTC.a) (TSX:CTC) 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. Our primary retail business categories – Automotive, Living, Fixing, Playing and Apparel – are supported and strengthened by our Financial Services division, which offers such products and services as credit cards, retail deposits, 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 and the completion of the acquisition. 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 completion of any second stage transaction 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.