Dorel Calls Special Shareholders’ Meeting for Going-Private Transaction
Dorel Industries Inc. (“Dorel”) announced that the Québec Superior Court has issued an interim order authorizing, among other things, the holding of a special meeting (the “Special Meeting”) of Dorel shareholders on January 12, 2021. At the Special Meeting, shareholders will be asked to adopt a special resolution (the “Arrangement Resolution”) approving a previously-announced statutory plan of arrangement under the Business Corporations Act (Québec) (the “Arrangement”) pursuant to which a buyer group (the “Buyer Group”) led by an affiliate of funds managed by Cerberus Capital Management, L.P. (“Cerberus”) will acquire, for C$14.50 per share in cash, all of Dorel’s issued and outstanding Class A Multiple Voting Shares and Class B Subordinate Voting Shares, except for an aggregate of 4,009,410 Class A Multiple Voting Shares and 2,573,503 Class B Subordinate Voting Shares owned by Martin Schwartz, Alan Schwartz, Jeffrey Schwartz, Jeff Segel and members of their immediate families (collectively, the “Family Shareholders”).
Pursuant to the interim order, the Special Meeting will be held on January 12, 2021 at 10:00 a.m. (eastern time) exclusively in virtual format. Shareholders of record as of the close of business on November 20, 2020 will be entitled to receive notice of, to participate in, and to vote at the Special Meeting. Dorel expects to begin the distribution of its management information circular and related proxy materials on or about December 4, 2020, at which time they will also be available under Dorel’s profile on SEDAR at www.sedar.com and on Dorel’s website at www.dorel.com. Details on the virtual Special Meeting and how shareholders can access the Special Meeting will be set out in the circular.
The Arrangement Resolution must be approved by at least (i) two-thirds (66?%) of the votes cast by shareholders present in person or represented by proxy at the Special Meeting and entitled to vote and (ii) a majority (50% + 1) of the votes cast by the holders of Class B Subordinate Voting Shares, other than the Family Shareholders, present in person or represented by proxy at the Special Meeting and entitled to vote. Under Canadian securities regulations, holders of Class A Multiple Voting Shares will not participate in the “majority of the minority” vote as the Family Shareholders own in the aggregate more than 90% of the Class A Multiple Voting Shares. The Arrangement is also subject to approval by the Québec Superior Court. If all regulatory approvals for the Arrangement are obtained in a timely manner, it is anticipated that the Arrangement will be completed in the first quarter of 2021.
A Special Committee of Dorel’s Board of Directors, comprised of Dorel’s six independent directors, after receiving the fairness opinions of BMO Nesbitt Burns Inc. (“BMO Capital Markets”) and TD Securities Inc. (“TD Securities”), a formal valuation of TD Securities, and after receiving legal and financial advice, unanimously recommended that the Board approve the definitive arrangement agreement (the “Arrangement Agreement”) and that Dorel’s shareholders other than the Family Shareholders (collectively, the “Public Shareholders”) vote in favour of the Arrangement Resolution.
Dorel’s Board of Directors received the fairness opinions of BMO Capital Markets and TD Securities and the formal valuation of TD Securities, and, with Martin Schwartz, Alan Schwartz, Jeffrey Schwartz, Jeff Segel having recused themselves from the Board meeting, after receiving legal and financial advice and the recommendation of the Special Committee, unanimously determined that the Arrangement is in the best interests of Dorel and is fair to the Public Shareholders, and unanimously recommends that Public Shareholders vote for the Arrangement Resolution.
Dorel shareholders with questions regarding the Special Meeting should contact Kingsdale Advisors, Dorel’s strategic shareholder advisor and proxy solicitation agent, at 1-888-823-4343 (toll-free within North America) or at 1-416-867-2272 (outside of North America) or by email at email@example.com.
About Dorel Industries Inc.
Dorel Industries Inc. (TSX: DII.B, DII.A) is a global organization, operating three distinct businesses in juvenile products, bicycles and home products. Dorel’s strength lies in the diversity, innovation and quality of its products as well as the superiority of its brands. Dorel Juvenile’s powerfully branded products include global brands Maxi-Cosi, Quinny and Tiny Love, complemented by regional brands such as Safety 1st, Bébé Confort, Cosco and Infanti. Dorel Sports brands include Cannondale, Schwinn, GT, Mongoose, Caloi and IronHorse. Dorel Home, with its comprehensive e-commerce platform, markets a wide assortment of domestically produced and imported furniture. Dorel has annual sales of US $2.6 billion and employs approximately 8,000 people in facilities located in 25 countries worldwide.
Founded in 1992, Cerberus is a global leader in alternative investing with over $48 billion in assets across complementary credit, private equity, and real estate strategies. We invest across the capital structure where our integrated investment platforms and proprietary operating capabilities create an edge to improve performance and drive long-term value. Our tenured teams have experience working collaboratively across asset classes, sectors, and geographies to seek strong risk-adjusted returns for our investors. For more information about our people and platforms, visit us at www.cerberus.com.
Jason Ghassemi – Cerberus – firstname.lastname@example.org
Source: Dorel Industries Inc.