AMJ Campbell Inc.'s board of directors and the special committee of the AMJ Campbell board of directors, assisted by its financial advisor, Griffiths McBurney & Partners, commenced a shareholder value maximization process that culminated on December 22, 2002 with the entering into of a support agreement with 2015825 Ontario Inc. 2015825 Ontario is a company formed by certain members of senior management of AMJ Campbell, including Bruce Bowser, president and CEO, together with Gibralt Capital Corporation. Pursuant to the support agreement, 2015825 Ontario agreed to make a takeover bid for all of the common shares of AMJ Campbell at $2.30 per share.
AMJ Campbell's shareholder value maximization process was driven by the unsolicited takeover bid launched by Geosam Investments Limited on October 25, 2002 for all the common shares of AMJ Campbell at $2.15 per share. Management's offer was mailed to the shareholders of AMJ Campbell on January 9, 2003, with Westwind Partners Inc. acting as dealer manager. At the same time, AMJ Campbell's board of directors mailed a directors' circular to shareholders which, based in part on the fairness opinion of Griffiths McBurney & Partners, recommended that shareholders tender their shares to management's offer.
On February 14, management announced that it had taken up 5,402,483 common shares of AMJ Campbell under its offer, and as a result, it owned approximately 88 per cent of the issued and outstanding common shares. Management also announced that it had extended its offer to February 28.
On March 3, management announced that it was taking up a further 255,970 common shares of AMJ Campbell, and as a result, it owned approximately 92 per cent of the issued and outstanding common shares. In addition, management announced that it was exercising its compulsory acquisition rights to acquire the remaining AMJ Campbell shares not tendered to its offer. The total transaction value calculated on an enterprise value basis was approximately $28 million.
AMJ Campbell was represented by Lang Michener in Toronto, with a team that included Geofrey Myers, Hellen Siwanowicz, Adam Taylor and Dunia El-Jawhari (securities, mergers and acquisitions). Management was represented by Osler, Hoskin & Harcourt LLP, with a team that included Clay Horner, David McIntyre, Ed Vandenberg, Ali Kermalli, and Dov Begun (tax). Gibralt Capital was represented by Lawrence Wilder, Tom Koutoulakis and Renate Herbst of Cassels Brock & Blackwell LLP.
AMJ Campbell's shareholder value maximization process was driven by the unsolicited takeover bid launched by Geosam Investments Limited on October 25, 2002 for all the common shares of AMJ Campbell at $2.15 per share. Management's offer was mailed to the shareholders of AMJ Campbell on January 9, 2003, with Westwind Partners Inc. acting as dealer manager. At the same time, AMJ Campbell's board of directors mailed a directors' circular to shareholders which, based in part on the fairness opinion of Griffiths McBurney & Partners, recommended that shareholders tender their shares to management's offer.
On February 14, management announced that it had taken up 5,402,483 common shares of AMJ Campbell under its offer, and as a result, it owned approximately 88 per cent of the issued and outstanding common shares. Management also announced that it had extended its offer to February 28.
On March 3, management announced that it was taking up a further 255,970 common shares of AMJ Campbell, and as a result, it owned approximately 92 per cent of the issued and outstanding common shares. In addition, management announced that it was exercising its compulsory acquisition rights to acquire the remaining AMJ Campbell shares not tendered to its offer. The total transaction value calculated on an enterprise value basis was approximately $28 million.
AMJ Campbell was represented by Lang Michener in Toronto, with a team that included Geofrey Myers, Hellen Siwanowicz, Adam Taylor and Dunia El-Jawhari (securities, mergers and acquisitions). Management was represented by Osler, Hoskin & Harcourt LLP, with a team that included Clay Horner, David McIntyre, Ed Vandenberg, Ali Kermalli, and Dov Begun (tax). Gibralt Capital was represented by Lawrence Wilder, Tom Koutoulakis and Renate Herbst of Cassels Brock & Blackwell LLP.
Lawyer(s)
Abbasali (Ali) Y. Kermalli