- MRRM shareholders to receive $4.45 per share in all-cash transaction
representing a 58% premium
- Transaction unanimously approved by the Board of Directors of
MRRM
- MRRM shareholders holding 56.5% of MRRM common shares have
agreed to vote in favour of the transaction
- Represents Marbour's first rice business acquisition in
North America following sustained
growth through acquisitions in Europe
MONTREAL, QC AND
MARSEILLE, France, Feb. 10, 2015 /CNW Telbec/ - (TSX-V: MRR) MRRM
Inc. ("MRRM") and Marbour S.A.S. ("Marbour"), today announced that
they have entered into a definitive agreement
(the "Agreement") under which Marbour will acquire 100% of
MRRM for a total consideration of $11
million (the "Transaction"). The all-cash consideration
is $4.45 per share, which represents
a 58% premium over MRRM's closing price as of February 9, 2015 and a 56% premium over the
volume-weighted average trading price of the MRRM shares for the
past 20 trading days. The Transaction has been unanimously approved
by the Board of Directors of MRRM (the "Board") and is expected to
close in the second quarter of 2015.
MRRM Board Approves Unanimously
An independent committee of the Board (the "Special Committee")
was mandated to evaluate the Transaction and available
alternatives.
Following a careful review and analysis, the Special Committee
unanimously recommended that the Board accept the Transaction.
Based on the Special Committee's recommendation and its own
evaluation, the Board, in turn, has unanimously approved the
Transaction. The Board has further determined that the Transaction
is fair to all MRRM shareholders and is in the best interests of
MRRM. As a result, it has authorized the submission of the
Transaction to shareholders of MRRM for their approval at a special
meeting to be held in the coming weeks.
"Founded over 130 years ago by the Reford family, MRRM has had a
storied history and has been an integral part of my life for over
25 years. Today, MRRM has the opportunity to begin a new chapter
and become part of a larger and growing company. It is only after
careful consideration and based on the Special Committee's thorough
review, that the Board reached the unanimous conclusion that this
opportunity is in the best interests of the company and is fair to
all shareholders," stated Nikola
Reford, Chairman of the Board.
"We believe that Marbour, through SIACOM Canada Inc., brings
advantages of scale and investment capability to MRRM, allowing it
to grow. Marbour has a strong track record of investing in, and
successfully integrating, its acquisitions and we believe that this
transaction is beneficial to MRRM shareholders as well as its
employees and other stakeholders," stated Jean Bourdillon, President of Marbour.
Majority Shareholder Support
Nikola Reford, Geoffrey Reford, and a company they control,
Trébuchet Inc., the principal shareholders representing
approximately 56.5% of the MRRM shares, have each entered into a
support and voting agreement pursuant to which they have agreed to
vote their shares in favour of the Transaction.
Fairness Opinion
The Special Committee and the Board received an opinion from
Commercial Capital Corporation that the consideration to be
received pursuant to the Transaction is fair, from a financial
point of view, to the MRRM shareholders. A copy of the fairness
opinion, factors considered by the Special Committee and the Board
and other relevant background information will be included in the
management information circular that will be sent to MRRM
shareholders in connection with the special meeting to consider the
Transaction.
Other Transaction Details
The Transaction will be effected by way of an amalgamation of
MRRM with a wholly-owned indirect subsidiary of Marbour, under the
Canada Business Corporations Act, requiring the approval of
two-thirds of the votes cast by holders of MRRM shares at a special
meeting of MRRM shareholders. Subject to receiving the required
MRRM shareholder approval and the satisfaction of other customary
conditions, it is anticipated that the Transaction would close in
the second quarter of 2015.
The Agreement provides that MRRM is subject to non-solicitation
provisions and provides that the Board may, under certain
circumstances, terminate the Agreement in favour of an unsolicited
superior proposal, subject to payment of a termination fee of
$450,000 to Marbour and subject to
Marbour's right to match any superior proposal.
A copy of the Agreement, the support and voting agreement, the
fairness opinion and certain related documents will be filed with
applicable Canadian securities regulators and will be available at
the SEDAR website at www.sedar.com in due course. The management
information circular in connection with the special meeting of
shareholders to consider the Transaction is expected to be mailed
to MRRM shareholders over the coming weeks.
Desjardins Capital Markets is acting as financial advisor to
Marbour. Cheverny Capital Inc. is acting as financial advisor to
MRRM and Commercial Capital Corporation delivered a fairness
opinion to MRRM's Special Committee and Board. Marbour retained
Miller Thomson LLP as its legal counsel and MRRM hired Borden
Ladner Gervais LLP as its legal counsel.
About MRRM
MRRM Inc. is the parent company of MRRM (Canada) Inc. (which operates under the name of
Les Aliments Dainty Foods), Robert Reford Agency Inc. and Dainty
Foods International Inc., all wholly-owned subsidiaries, which are
engaged in the food industry and in the ship agency services
business. Les Aliments Dainty Foods has been milling and processing
rice for over a century. For more information, please
visit www.daintyrice.ca
About Marbour
Marbour is a privately-held company based in Marseille, France. It counts over 700
employees, and owns and operates 14 sites located in Europe, the Caribbean and the Indian Ocean. Almost 75% of
Marbour's business activities are focused on the international rice
business (dry rice and ready-to-eat rice) through its SIACOM
business unit, and it is currently the third largest rice producer
and distributor in Europe. Marbour
also has business activities in the Chemicals & Services (17%)
as well as Food & Beverage (10%) sectors. For more information,
please visit www.marbour.eu
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking Statements
Forward-looking statements contained in this press release
involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance and achievements of MRRM
Inc. to be materially different from any future results,
performance or achievement expressed or implied by the said
forward-looking statements.
SOURCE MRRM Inc.