Tree Island Announces Engagement of Financial Advisor
July 10 2019 - 7:00AM
Tree Island Steel Ltd. (the "
Company"
or "
Tree Island Steel") (TSX:TSL) announces
today that the special committee of the board of directors of the
Company (the "
Special Committee") has engaged PwC
to prepare a formal valuation of the Company (in compliance with
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("
MI 61-101")) to
assist the Special Committee in its evaluation of the non-binding
proposal (the "
Proposal") made by The Futura
Corporation and Arbutus Distributors Ltd. (together, the
"
Offerors") to acquire all of the common shares of
the Company (the "
Shares") not already owned by
the Offerors at a price of $2.25 per Share payable in cash.
The Special Committee, which is comprised of
four independent directors, Michael Fitch, Joe Downes, Sam Flesier
and Ted Leja, was formed to take all actions on behalf of the board
of directors of the Company with respect to the Proposal, including
any actions that the Special Committee deems proper for the
discharge of its duties. The board of directors of the Company
authorized the Special Committee to conduct such appraisals,
valuations and other assessments as may be required, including the
engagement of independent advisors, to consider and evaluate the
Proposal. Shareholders are reminded that there can be no assurance
that a binding agreement would result or that a binding offer will
be made by the Offerors. In the meantime, it will continue to be
business as usual for the Company with respect to its
operations.
About Tree Island Steel
Tree Island Steel, headquartered in Richmond,
British Columbia, since 1964, through its four operating facilities
in Canada and the United States, produces wire products for a
diverse range of industrial, residential construction, commercial
construction and agricultural applications. Its products include
galvanized wire, bright wire; a broad array of fasteners, including
packaged, collated and bulk nails; stucco reinforcing products;
concrete reinforcing mesh; fencing and other fabricated wire
products. The Company markets these products under the Tree
Island®, Halsteel®, K-Lath®, TI Wire® and Tough Strand® brand
names.
Forward‐Looking
Statements
This press release includes forward-looking
information with respect to Tree Island Steel, including but not
limited to statements with respect to the proposal by the Offerors,
the response by the Company or the role of the Special Committee or
its financial advisors. The use of forward-looking words such as,
"may," "will," "expect" or similar variations generally identify
such statements. Any statements that are contained herein that
are not statements of historical fact may be deemed to be
forward-looking statements. Although management believes that
expectations reflected in forward-looking statements are
reasonable, such statements involve risks and uncertainties
including risks and uncertainties discussed under the heading "Risk
Factors" in Tree Island Steel's most recent annual information form
and management discussion and analysis.
The forward-looking statements contained herein
reflect management's current beliefs and are based upon certain
assumptions that management believes to be reasonable based on the
information currently available to management. By their very
nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and a number of factors
could cause actual events or results to differ materially from the
results discussed in the forward-looking statements. In evaluating
these statements, prospective investors should specifically
consider various factors including the risks outlined in the
Company's most recent annual information form and management
discussion and analysis which may cause actual results to differ
materially from any forward-looking statement. Such risks and
uncertainties include, but are not limited to: general economic,
market and business conditions, the cyclical nature of our business
and demand for our products, financial condition of our customers,
competition, volume and price pressure from import competition,
deterioration in the Company's liquidity, disruption in the supply
of raw materials, volatility in the costs of raw materials,
transportation costs, foreign exchange fluctuations, leverage and
restrictive covenants, labour relations, trade actions, dependence
on key personnel and skilled workers, intellectual property risks,
energy costs, un-insured loss, credit risk, operating risk,
management of growth, changes in tax, environmental and other
legislation, and other risks and uncertainties set forth in our
publicly filed materials.
This press release has been reviewed by the
Special Committee and contains information that is current as of
the date of this press release, unless otherwise noted. Events
occurring after that date could render the information contained
herein inaccurate or misleading in a material respect. Readers
are cautioned not to place undue reliance on this forward-looking
information and management of the Company undertakes no obligation
to update publicly or revise any forward-looking information,
whether as a result of new information, future events or otherwise
except as required by applicable securities laws.
For more information, please contact:
Ali MahdaviInvestor Relations & Capital
Markets(416) 962-3300email: amahdavi@treeisland.com Website:
www.treeisland.com
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