LAVAL, QUEBEC – Savaria Corporation (TSX: SIS) ( “Savaria” or “the Company”) is pleased to announce today plans to complete the acquisition of Span-America Medical Services, Inc. (“Span-America”) following the successful completion of its Offer to Purchase (the “Offer”) in respect of all of Span-America’s outstanding common shares (the ” At a price of US $ 29.00 per share. The offer was made by the indirect subsidiary of Savaria, Savaria (SC) Inc. (the “purchaser”).
The Offer Custodian informed the Purchaser that on the Offer Expiry Date, at 5:00 pm (EDT) on June 15, 2017, 2,406,035 shares of Span-America (excluding Of the shares for which notices of guaranteed delivery have been delivered but for which the shares have not yet been delivered) have been validly tendered and invalidly withdrawn, representing approximately 87.03% of the outstanding shares of Span-America. As a result, all conditions of the bid have been met and the offer has not been extended.
Any shares of Span-America that have been validly deposited under the Offer and have not been validly withdrawn have been accepted for purchase and will be promptly paid by the Purchaser.
As a result of (i) the acceptance of the Span-America Shares deposited under the Offer and (ii) Span-America’s issuance of Shares by Span-America to the Purchaser in the Exercise By the buyer of the “complementary option” as provided for in the merger agreement with Span-America, Savaria expects to complete today the acquisition of Span-America by way of “simplified” merger under the law Of South Carolina. Pursuant to such an amalgamation, except as otherwise provided in the Offer to Purchase under which the Offer was made, each Span-America Share will automatically be converted into a right to receive 29, US $ per share. Upon completion of the merger, Span-America will become an indirect subsidiary of Savaria.
In addition, as the terms of the Offer have been satisfied and Span-America Shares deposited pursuant to the Offer have been accepted, the Company’s 2,760,000 Subscription Receipts (the “Subscription Receipts”), Issued under the private placement will be converted into 2,760,000 common shares of Savaria (“Common Shares”) today and the proceeds from the issuance and sale of the Subscription Receipts (less 50% Remaining subscription fees and the amount required to pay the special interest payments described below) will be paid to Savaria.
Holders of Subscription Receipts will also receive C $ 0.065 per Common Share underlying each Subscription Receipt (the “Special Interest”), which is equal to the dividend per Common Share declared by Savaria on May 11, 2017 and Paid on June 6, 2017 to holders of Common Shares as at May 23, 2017.
As all Subscription Receipts have been settled through the non-certified inventory system of CDS Clearing and Depository Services Inc., holders of Subscription Receipts do not need to take any action to receive Common Shares or To which they are entitled.
The common shares underlying the Subscription Receipts are subject to a statutory holding period expiring on September 19, 2017.
Savaria Corporation (savaria.com) is a North American leader in the accessibility industry. It offers solutions for the elderly or those with reduced mobility to help them regain their mobility and freedom. The diversity of its product range is one of the most complete on the market. Savaria designs, manufactures, distributes and installs accessibility equipment such as straight and curved staircase seats, vertical and inclined lifting platforms, and residential and commercial elevators. It also converts and adapts vehicles to make them wheelchair accessible. In addition, it operates a network of franchisees and corporate stores through which new and recycled accessibility equipment is sold, And in some stores, vehicle conversions are made. Savaria has a plant located in Huizhou, China, which increases its competitive advantage. The Company accounts for nearly 60% of its sales outside Canada, primarily in the United States. It has a sales network of approximately 400 retailers and affiliates in North America and employs some 500 people. Its main business locations are located in Laval (Quebec), Brampton (Ontario) and Huizhou (China). Approximately 400 retailers and affiliates in North America and employs some 500 people. Its main business locations are located in Laval (Quebec), Brampton (Ontario) and Huizhou (China). Approximately 400 retailers and affiliates in North America and employs some 500 people. Its main business locations are located in Laval (Quebec), Brampton (Ontario) and Huizhou (China).
This news release contains statements that constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is often, but not always, recognized by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend” , “May”, “should”, “should” or similar words suggesting the possibility of future outcomes or wording implying the possibility of a given outlook.
The forward-looking information included in this press release is based on the Company’s current beliefs, assumptions and information currently available to it. Although the Company considers these assumptions to be reasonable based on the information currently available to it, they may prove to be inaccurate.
By its nature, the forward-looking information included in this press release contains inherent risks and uncertainties, both general and specific, and the risks that predictions, forecasts, projections and other forward-looking information are not being achieved. The reader is cautioned not to place undue reliance on this forward-looking information as a number of important factors could cause actual results to differ materially from those expressed in such forward-looking information. These factors include, but are not limited to, the risks associated with the acquisition of Span-America through a “simplified” merger under the South Carolina Law. The reader is cautioned that the foregoing list of factors that may affect future results is not exhaustive.
Source: Savaria Corporation