BOUCHERVILLE, QC, July 27,
2023 /CNW/ - Uni-Select Inc. (TSX: UNS)
("Uni-Select") provides today an update on the previously announced
plan of arrangement under the provisions of the Québec Business
Corporations Act involving Uni-Select, LKQ Corporation and
9485-4692 Québec Inc., a wholly-owned subsidiary of LKQ
Corporation. In accordance with the arrangement agreement, LKQ
Corporation has elected to formally waive the closing condition
relating to the receipt of U.K. merger clearance. As a result of
the satisfaction or waiver of all of the closing conditions
relating to required regulatory approvals, LKQ Corporation has
requested to complete the arrangement on or around August 1, 2023. Uni‑Select and LKQ Corporation
will proceed with the remaining procedures necessary to give effect
to the arrangement on or around that date, subject to all
applicable laws and legal requirements and the satisfaction or
waiver of the remaining closing conditions pursuant to the terms of
the arrangement agreement.
About Uni-Select
With over 5,200 employees in Canada, the U.S. and the U.K., Uni-Select is a
leader in the distribution of automotive refinish and industrial
coatings and related products in North
America, as well as a leader in the automotive aftermarket
parts business in Canada and in
the U.K. Uni-Select is headquartered in Boucherville, Québec, Canada, and its shares are traded on the
Toronto Stock Exchange under the symbol UNS.
In Canada, Uni-Select supports
over 16,000 automotive repair and collision repair shops and more
than 4,000 shops through its automotive repair/installer shop
banners and automotive refinish banners. Its network includes over
1,000 independent customer locations and more than 95
company-operated stores, many of which operate under the Uni‑Select
BUMPER TO BUMPER®, AUTO PARTS PLUS® and
FINISHMASTER® store banner programs.
In the United States,
Uni-Select, through its wholly-owned subsidiary FinishMaster, Inc.,
operates over 145 automotive refinish company-operated stores under
the FINISHMASTER® banner, which supports over 30,000
customers annually.
In the U.K., Uni-Select, through GSF Car Parts, is a major
distributor of automotive parts supporting over 20,000 customer
accounts with over 175 company-operated stores.
www.uniselect.com.
Caution Regarding Uni-Select
Forward-Looking Information
Certain statements made in this press release are
forward-looking information within the meaning of Canadian
securities laws. All such forward‑looking information is made and
disclosed in reliance upon the "safe harbour" provisions of
applicable Canadian securities laws.
Forward-looking information includes all information and
statements regarding Uni-Select's intentions, plans, expectations,
beliefs, objectives, future performance, and strategy, including
but not limited to the timing and effects of the proposed
arrangement with LKQ Corporation and other information or
statements that relate to future events or circumstances and which
do not directly and exclusively relate to historical facts.
Forward-looking statements often, but not always, use words such as
"believe", "estimate", "expect", "intend", "anticipate", "foresee",
"plan", "predict", "project", "aim", "seek", "strive", "potential",
"continue", "target", "may", "might", "could", "should", and
similar expressions and variations thereof.
Forward-looking information is based on Uni-Select's perception
of historic trends, current conditions and expected future
developments, as well as other assumptions, both general and
specific, that Uni-Select believes are appropriate in the
circumstances, including but not limited to the ability of
Uni-Select and LKQ Corporation to satisfy, in a timely manner, the
conditions to the closing of the arrangement and the completion of
the arrangement on expected terms, including the absence of any law
or order preventing, prohibiting or making illegal the consummation
of the arrangement or the other transactions contemplated by the
arrangement agreement; the impact of the arrangement and the
dedication of substantial resources from Uni-Select to pursuing the
arrangement on Uni-Select's ability to maintain its current
business relationships and its current and future operations,
financial condition and prospects. Such information is, by its very
nature, subject to inherent risks and uncertainties, many of which
are beyond the control of Uni-Select, and which give rise to the
possibility that actual results could differ materially from
Uni-Select's expectations expressed in, or implied by, such
forward-looking information. Uni-Select cannot guarantee that any
forward-looking information will materialize, and we caution
readers against relying on any forward-looking information.
These risks and uncertainties include, but are not restricted
to: risks associated with reduced demand for our products,
disruptions of our supplier relationships or of our suppliers'
operations or supplier consolidation, increases in shipping costs,
disruption of our customer relationships, competition in the
industries in which we do business, the COVID-19 pandemic or other
pandemics, reliance on information technology systems, security
breaches, information security malfunctions or integration issues,
the demand for e-commerce and failure to provide adequate
e-commerce solutions, retention of employees, labor costs and
availability, union activities and labor and employment laws,
failure to realize benefits of acquisitions and other strategic
transactions, product liability claims, product recalls, credit
risk, termination or reduction of our vendor financing program,
loss of right to operate at key locations, failure to implement
business initiatives, failure to maintain effective internal
controls, macro-economic conditions such as unemployment,
inflation, changes in tax policies and uncertain credit markets,
operations in foreign jurisdictions, foreign exchange, inability to
service our debt or fulfill financial covenants, litigation,
changes in legislation or government regulation or policies,
compliance with environmental laws and regulations, compliance with
privacy laws, global climate change, changes in accounting
standards, share price fluctuations, environmental, social and
governance activities and reputation and activist investors, the
possibility that the arrangement will not be completed on the terms
and conditions, or on the timing, currently contemplated, and that
it may not be completed at all, due to a failure to obtain or
satisfy, in a timely manner or otherwise, the conditions to the
closing of the arrangement or for other reasons; the failure to
complete the arrangement which could negatively impact the price of
the shares or otherwise affect the business of Uni-Select; the
dedication of significant resources to pursuing the arrangement and
the restrictions imposed on Uni-Select while the arrangement is
pending; the uncertainty surrounding the arrangement could
adversely affect Uni-Select's retention of customers and suppliers;
the occurrence of a Material Adverse Effect (as defined in the
arrangement agreement with LKQ Corporation) leading to the
termination of the arrangement agreement; the enactment, issuance,
promulgation or enforcement of any law or order preventing,
prohibiting or making illegal the consummation of the arrangement
or the other transactions contemplated by the arrangement agreement
as well as other risks identified or incorporated by reference in
our MD&A for the year ended December 31,
2022, our MD&A for the quarter ended March 31, 2023 and in other documents that we
make public, including our filings with the Canadian Securities
Administrators (on SEDAR at www.sedarplus.ca).
Unless otherwise stated, the forward-looking information
contained in this press release is made as of the date hereof and
Uni-Select disclaims any intention or obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
applicable law. While we believe that our assumptions on which the
forward-looking information is based were reasonable as at the date
of this press release, readers are cautioned not to place undue
reliance on the forward-looking information.
Furthermore, readers are reminded that forward-looking
information is presented for the sole purpose of assisting
investors and others in understanding Uni-Select's expected
financial results, as well as our objectives, strategic priorities
and business outlook and our anticipated operating environment.
Readers are cautioned that such information may not be appropriate
for other purposes.
Further information on the risks that could cause our actual
results to differ significantly from our current expectations may
be found in the section titled "Risk Management" of our MD&A
for the year ended December 31, 2022,
which is incorporated by reference in this cautionary
statement.
We also caution readers that the risks disclosed in our MD&A
for the year ended December 31, 2022,
our MD&A for the quarter ended March 31,
2023 and other documents and filings are not the only ones
that could affect us. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial
could also have a material adverse effect on our business,
operating results, cash flows and financial condition.
SOURCE Uni-Select Inc.