HILLMAN AGREES TO ACQUIRE H. PAULIN & CO., LIMITED
Exhibit 99.1
XXXXXXX AGREES TO ACQUIRE X. XXXXXX & CO., LIMITED
Cincinnati/Toronto, December 18, 2012 - The Xxxxxxx Companies Inc. (Amex: XXX.Xx) (“Xxxxxxx”) and X. Xxxxxx & Co., Limited (TSX: PAP.A) (“Xxxxxx”) are pleased to announce that they have entered into a definitive agreement (the “Arrangement Agreement”) which provides for the acquisition by Xxxxxxx, pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), of all the issued and outstanding Class A common shares (the “Shares”) of Xxxxxx for C$27.60 per share (the “Consideration”). The purchase price, payable in cash, represents a total enterprise value of approximately C$103 million.
The Consideration represents a premium of approximately 116% to the 20-day volume weighted average price of the Shares on the TSX as of December 17, 2012. The closing price of the Shares on the TSX on December 17, 2012 was $13.20.
Upon closing, Xxxxxxx Xxxxxx, President of Xxxxxx, will continue as President of X. Xxxxxx, a division of Xxxxxxx Canada. Xx. Xxxxxx will work with the existing management teams of Xxxxxx and Xxxxxxx to integrate the combined Canadian operations.
Xxx X. (“Xxxx”) Xxxxxxx, Jr., Chief Executive Officer of Xxxxxxx, said “We began our operations in Canada in 2002, when we opened our Mississauga facility. We have greatly admired the strong distribution system, high quality products, and excellent customer relationships that Xxxxxx has developed. Under Xxxxxxx’s leadership, we look forward to implementing the best practices of Xxxxxx and Xxxxxxx to better serve customers and to grow the combined operations throughout Canada.”
“We are excited to become an integral part of the Xxxxxxx organization,” said Xx. Xxxxxx. “This acquisition joins two great and complementary industry leaders with over 140 years of combined fastener knowledge and innovation that will allow us to take our customer service to new heights.”
The transaction is expected to close in the first quarter of 2013, subject to certain customary conditions, including a material adverse change at either Xxxxxx or Xxxxxxx, and regulatory approvals, including court approval, and approval of the “majority of the minority” of shareholders. Xxxxxx’x controlling shareholders have agreed to support the transaction.
Transaction Details
Xxxxxx’x Board of Directors, after consultation with its advisors, and on the recommendation of the Special Committee of Xxxxxx’x Board of Directors, has determined that the Consideration is fair to Xxxxxx’x shareholders and that the Arrangement is in the best interests of Xxxxxx and recommends that shareholders vote in favour of the Arrangement. The Special Committee consists solely of directors who are independent of management and the controlling shareholders.
Xxxxx & Young LLP has provided a fairness opinion to the Special Committee and the Board of Directors of Xxxxxx that the Consideration is fair, from a financial point of view, to shareholders of Xxxxxx. Xxxxx & Xxxxx LLP’s fairness opinion will be included in the Information Circular (as defined below).
The Arrangement Agreement provides for, among other things, a non-solicitation covenant on the part of Xxxxxx, the right in favour of Xxxxxxx to match any superior proposal and the termination fee of $4,139,760 payable to Xxxxxxx in certain circumstances including if Xxxxxx accepts a superior proposal.
The terms and conditions of the Arrangement will be summarized in Xxxxxx’x management information and proxy circular (the “Information Circular”), which will be filed and mailed to Xxxxxx’x shareholders in January 2013.
The Arrangement Agreement will be available on SEDAR at xxx.xxxxx.xxx.
Advisors and Legal Counsel
Barclays is acting as financial advisor to Xxxxxxx in connection with the transaction and is providing committed debt financing. Xxxxxxxx Xxxxxx LLP and Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP are acting as legal counsel to Xxxxxxx. Xxxxxxxx LLP is acting as legal counsel to Xxxxxx. Xxxxx & Xxxxx LLP is acting as financial advisor and XxXxxxxx Xxxxxxxx LLP is acting as legal counsel to the Special Committee of the Board of Directors of Xxxxxx.
About Xxxxxx
Headquartered in Toronto, Canada, Xxxxxx was founded in 1920 and is a leading Canadian distributor and manufacturer of fasteners, fluid system products, automotive parts and retail hardware components. Xxxxxx’x distribution facilities are located across Canada in Vancouver, Edmonton, Winnipeg, Toronto, Montreal and Moncton, as well as in Flint, Michigan and Cleveland, Ohio. Xxxxxx’x four manufacturing facilities are located in Ontario, Canada. The Company’s customers include retail hardware, industrial and automotive (both Original Equipment Manufacturers and aftermarket). Annual revenues of Xxxxxx for 2011 were approximately C$139 million.
For more information on Xxxxxx visit xxx.xxxxxxx.xxx or call Investor Relations at (000) 000-0000, ext. 135.
About Xxxxxxx
Founded in 1964 and headquartered in Cincinnati, Ohio, Xxxxxxx is a leading value-added distributor of approximately 80,000 SKUs, consisting of fasteners, key duplication systems, engraved tags and related hardware items to over 20,000 retail customers in the U.S., Canada, Mexico, South America and Australia, including home improvement centers, mass merchants, national and regional hardware stores, pet supply stores and other retailers. Xxxxxxx provides a comprehensive solution to its retail customers for managing SKU intensive, complex home improvement categories. Xxxxxxx also offers its customers additional services, such as inventory management and in-store merchandising services.
In May 2010, Oak Hill Capital Partners and Xxxxxxx’x management team formed a partnership to acquire Xxxxxxx. Oak Hill Capital Partners is a private equity firm with more than $8 billion of committed capital from leading entrepreneurs, endowments, foundations, corporations, pension funds and global financial institutions. For more information about Oak Hill Capital Partners, visit xxx.xxxxxxxxxxxxxx.xxx.
For more information on Xxxxxxx, please visit xxxx://xxxxxxxxxxxx.xxx or call Investor Relations at (000) 000-0000, ext. 2084.
