Inscape and HUK 121 Announce Successful Take-Over Bid and Extension of Deposit Period
December 23 2022 - 5:33PM
Inscape Corporation (“
Inscape” or the
“
Company”) (TSX: INQ), and HUK 121 Limited (the
“
Offeror”), a subsidiary of Hilco Capital Limited
(“
Hilco”), are pleased to jointly announce that
the Offeror has been successful in its bid to purchase common
shares (the “
Common Shares”) of Inscape as
previously disclosed on October 29, 2022 (the
“
Offer”). Each of the conditions to the Offer was
satisfied or waived by 5:00 p.m. (Toronto time) on December 23,
2022 (the “
Initial Expiry Time”). At the Initial
Expiry Time, 12,661,625 Common Shares (representing approximately
88.05% of the issued and outstanding Common Shares) (the
“
Deposited Shares”) were deposited to the Offer
and have now been taken up by the Offeror. The aggregate
consideration payable for the Deposited Shares is approximately
$88,631.38. Immediately prior to taking up the Deposited Shares,
the Offeror did not own or control any Common Shares. Immediately
after taking up the Deposited Shares, the Offeror owns or controls
12,661,625 Common Shares (representing approximately 88.05% of the
issued and outstanding Common Shares).
The Offeror is also announcing the extension of
the Offer from the Initial Expiry Time to 5:00 p.m. (Toronto time)
on January 3, 2023 (the “Extended Expiry Time”) in
accordance with applicable securities laws, to enable remaining
shareholders who have not yet tendered their shares to deposit
their shares to the Offer.
As further described in the Offer and take-over
bid circular (the “TOB Circular”), the Offeror may
carry out a compulsory acquisition or, alternatively, a subsequent
acquisition transaction to acquire Common Shares not deposited
under the Offer. Upon completion of the compulsory acquisition or
subsequent acquisition transaction, the Offeror may delist the
Common Shares from the TSX and cause Inscape to cease to be a
reporting issuer under applicable securities laws. The exact timing
and details of any such transaction will depend upon a number of
factors. Although the Offeror intends to propose a compulsory
acquisition or subsequent acquisition transaction generally on
terms similar to the Offer, it is possible that such a transaction
may not be proposed, may be delayed or abandoned or may be proposed
on different terms. Accordingly, the Offeror reserves the right not
to propose a compulsory acquisition or subsequent acquisition
transaction, or to propose such an acquisition on terms other than
those of the Offer.
Full details of the Offer are contained in the
TOB Circular that has been filed with the applicable Canadian
securities regulatory authorities. Copies of the TOB Circular are
available on Inscape’s profile on the System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com.
About Hilco
Headquartered in London, UK, Hilco Capital
Limited is a subsidiary of US-based group, Hilco Global. Hilco is a
leading turnaround investor in the retail, wholesale and
manufacturing sectors. Hilco’s investment portfolio includes
investments with annual sales revenues ranging from $50 million to
$2 billion. Hilco is an experienced private equity investment group
which partners with management teams through hands-on financial and
operational support in order to facilitate business recoveries.
About Inscape
Since 1888, Inscape has been designing products
and services that are focused on the future, so businesses can
adapt and evolve without investing in their workspaces all over
again. Our versatile portfolio includes systems furniture, storage,
and walls – all of which are adaptable and built to last. Inscape’s
wide dealer network, showrooms in the United States and Canada,
along with full service and support for all our clients, enable us
to stand out from the crowd. We make it simple. We make it smart.
We make our clients wonder why they didn’t choose us sooner.
Cautionary Statements Respecting Forward
Looking Statements and the Offer
This new release contains “forward-looking
statements” within the meaning of such statements under the
applicable securities law. Forward-looking statements are
frequently characterized by words such as “plan”, “continue”,
“except”, “project”, “intend”, “believe”, “anticipate”, “estimate”,
“may”, “will”, “potential”, “proposed” and other similar words, or
statements that certain events or conditions “may” or “will” occur.
These statements are only predictions. Forward-looking statements
in this release include statements regarding the terms of the Offer
and the timing thereof; statements regarding the timing of the
mandatory extension of the Offer and the expectation of taking up
shares under the Offer; statements relating to a compulsory
acquisition or subsequent acquisition transaction and the timing
thereof; and statements relating to the Offeror’s intention to seek
to delist the Common Shares. Various assumptions were used in
drawing the conclusions or making the projections contained in the
forward-looking statements throughout this news release, including
assumptions based on the Company’s publicly disclosed information,
and the Company’s current financial condition. Forward-looking
statements are based on the opinions and estimates of management at
the date the statements are made, and are subject to a variety of
risks and uncertainties and other factors that could cause actual
events or results to differ materially from those projected in the
forward-looking statements. The Company is under no obligation, and
expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise except as expressly
required by applicable law.
For more information, visit myinscape.com.
Inscape Corporation
Contact Jon SzczurChief Financial Officer
Inscape Corporation T (905) 952-4102 jszczur@myinscape.com
HUK 121 Limited
Contact Matthew HoltDirectorHUK 121 LimitedT
(0207) 317 2050hilco@dentonsglobaladvisors.com
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