Closing of the Arrangement Between GL&V, its Shareholders and FLSmidth & Co. A/S
Share:
The new corporation GLV Inc., consisting of the Water Treatment Group, the Pulp and Paper Group and the Manufacturing unit, officially starts its operations and its shares will be traded on the TSX at the opening of the markets on August 13, 2007.
Shareholders are entitled to receive one New GLV share for each share held in the former GL&V, along with a per-share consideration of $33 in cash.
Management confirms that the value of a New GLV share for distribution purposes is estimated at $8.82 and the value of the dividend and the reduction of capital for tax purposes are respectively estimated at $6.36 and $2.46 per Class A subordinate voting share and at $8.44 and $0.38 per Class B multiple voting share of GL&V.
MONTREAL, Aug. 10 / -- (Note: All amounts are in Canadian dollars unless otherwise indicated.) Management of Groupe Laperriere & Verreault Inc. ("GL&V") and the new corporation GLV Inc. ("New GLV" or "the Company") is pleased to announce, following the issuance of a Certificate of Amendment confirming the Amendment, the closing, effective today, of the Arrangement between GL&V, its shareholders and a subsidiary of the Danish company FLSmidth & Co. A/S ("FLS"). The principal terms of the transaction were as follows:
GL&V transferred its Water Treatment Group, its Pulp and Paper Group and its Manufacturing unit to New GLV, and the shares will be owned by former GL&V's shareholders.
A Canadian subsidiary of FLS acquired all outstanding Class A subordinate voting shares and Class B multiple voting shares of GL&V, thereby becoming the effective owner of former GL&V's Process Group for a cash consideration equivalent to $33 per GL&V share outstanding, plus the assumption of GL&V's net debt, with the exception of a net debt of $50 M to be assumed by New GLV. Consequently, each shareholder of GL&V
will receive a per-share consideration of $33 in cash and one share of New GLV for each share held.
The process of distributing the New GLV shares and the cash consideration
was initiated upon the closing of the transaction, with the result that
the transfer agent will issue the shares and cash payments, subject to
applicable withholding for non-Canadian shareholders, within the
following days to shareholders who delivered the duly completed Letter of
Transmittal along with their GL&V share certificates.
At the opening of markets on August 13, 2007, New GLV's stock will be
listed and trading on the TSX under the ticker symbols LVG.A and LVG.B
replacing the shares of the former GL&V which, at that time, will be
delisted from the TSX.
Furthermore, management confirms that the taxable dividend for the purposes of the Income Tax Act (the "Act"), following the distribution of the New GLV shares, estimated at $6.36 per Class A subordinate voting share and at $8.44 per Class B multiple voting share of GL&V have been duly designated as eligible dividends as defined in the Act. For more information regarding shareholders' tax considerations, please refer to the Information Circular which has been distributed to GL&V's shareholders and filed on SEDAR (www.sedar.com) with respect to the Special General Meeting of Shareholders held on July 27, 2007, notably, to approve the Arrangement.
Management also wishes to inform investors that combined carve-out results for combined activities of New GLV for the first quarter ended June 30, 2007 will be disclosed on August 16, 2007.
Achievement of a significant return on investment and beginning of a new era of development and creation of shareholder value
Laurent Verreault, Chairman of the Board and Chief Executive Officer, said he is very pleased with the outcome of this value-maximizing transaction for shareholders. "As they judged themselves by massively voting in favour, this transaction offers shareholders two major advantages as it enables them to achieve an immediate and significant return on the investments made by GL&V in the past to build the value of the Process Group, while allowing them to continue participating in New GLV's potential growth and future creation of value. At GL&V, we see this transition as the continuity of more than 30 years of dynamic growth and operational excellence. We also see it as the beginning of a new growth era, at a time when fundamental changes are under way or emerging in our key markets, thereby creating significant opportunities for companies capable of taking advantage of them."
Richard Verreault, President and Chief Operating Officer, added that the still fragmented industrial and domestic water market holds considerable potential for the Water Treatment Group, which has recently acquired new technologies and expanded its global positioning. This group has drawn up an ambitious business plan and is actively pursuing various projects in order to more than double its revenues within the next five to seven years. It also aims to raise its profit margins by fully leveraging the synergies arising from its latest business acquisitions and by enhancing its technological offering in order to position itself as a more comprehensive provider of value-added solutions, especially for the treatment of domestic and industrial wastewater and the screening of large-volume water intakes. For its part, the Pulp and Paper Group has demonstrated for over 30 years an exceptional ability to position itself proactively and profitably in a market undergoing a major transformation. This group has taken the lead and remains a leader in the consolidation of its industry. Furthermore, it has always been a reliable generator of profits and cash flows, despite the fluctuations experienced by the global pulp and paper industry in the last few decades. While securing a dominant position in the aftermarket in North America and Europe, it has recently acquired cutting-edge technologies designed to meet new needs in the worldwide pulp and paper industry, including in emerging regions.
"We will make New GLV an influential player on the international scene as a provider of targeted industrial and municipal solutions, with special expertise in water treatment technologies. We will replicate the same strategies that have proven successful for the former GL&V, namely to achieve sustained growth through the acquisition and efficient integration of businesses, international development and the focus on value-added operations and products, and to optimize our profitability by controlling our expenses and maintaining a profitable and flexible cost structure, in part through manufacturing outsourcing," Richard Verreault added.
Start-up revenues of over $500 M and strong financial position
Marc Barbeau, Executive Vice-President and Chief Financial Officer, indicated that based on its order backlog, market conditions and the acquisitions of the past year, New GLV is expected to achieve revenues of $500 to $545 million during its first full year of operation. It undertakes its operations with a solidly established worldwide business, close to 1,500 qualified employees and an excellent portfolio of technologies meeting new market needs. It also benefits from a strong financial position to pursue its operations and development projects, including shareholders' equity of approximately $150 million and total net debt of approximately $52 million, which represents a total net debt to invested capital ratio of only 26%. Furthermore, it has recently obtained a credit facility of $175 million.
"As we have disclosed in our previous communications, we intend to build our company driven by a long-term vision. In other words, all our business decisions will be motivated by our commitment to maximize our groups' long-term value in the best interests of our shareholders, which could entail slower growth in our groups' short-term profitability. First, we are building our Water Treatment Group to position it as a world leader, and such an expansion and consolidation effort could put pressure on its profit margins and create some volatility in its earnings in upcoming quarters. As for our Pulp and Paper Group, it lately adopted a more aggressive strategy to position itself in certain key markets with new-generation technologies. This recently allowed it to garner large-scale contracts that will provide it with an excellent international showcase for its future growth, but for which profit margins are lower than for its other operations," added Marc Barbeau.
About GLV Inc.
GLV Inc. was founded on May 15, 2007 to carry on part of the commercial activities of GL&V. GLV consists of two principal business segments. Its Water Treatment Group specializes in the design and marketing of solutions for the treatment of municipal and industrial wastewater and water used in various industrial processes, and also offers water intake screening solutions for power stations and desalination plants. Its Pulp and Paper Group specializes in the design and marketing of equipment used in various stages of pulp and paper production, notably chemical pulping, pulp preparation and sheet formation, and is a recognized leader in rebuilding, upgrading and optimization services for existing equipment, as well as the sale of replacement parts. Finally, a Manufacturing unit specializes in the production of large custom-made parts for external customers involved mainly in the pulp and paper and energy sectors, as well as for the Pulp and Paper Group. GLV is present in some 30 countries and has close to 1,500 employees.
CONFERENCE CALL WITH INVESTORS ON RESULTS FOR THE FIRST QUARTER OF FISCAL 2008
Thursday, August 16, 2007 at 2:00 PM (Montreal time)
To participate, please dial 1-800-732-9303 a few minutes before the start of the call. For those unable to participate, a taped re-broadcast will be available Thursday, August 16, 2007 from 4:00 p.m. until midnight Thursday, August 23, 2007, by dialing 1-877-289-8525; access code 21242808 #. THE CONFERENCE CALL WILL ALSO BE AVAILABLE AT www.GLV.COM. Members of the media are invited to listen in.
Source: GROUPE LAPERRIERE & VERREAULT INC.
CONTACT:Investors: Marc Barbeau, CA, Vice-President and Chief Financial Officer, (514) 284-2224; glv.com; Media: Amely Tremblay, Morin Relations Publiques, (514) 289-8688, ext. 226
