Press release from Marketwire
Empire Company Limited and Wajax Income Fund Announce Bought Deal
Tuesday, September 14, 2010
STELLARTON, NOVA SCOTIA--(Marketwire - Sept. 14, 2010) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Empire Company Limited (TSX:EMP.A)("Empire") and Wajax Income Fund (TSX:WJX.UN)(the "Fund") announce that the Fund, Empire and The Sobey Foundation (the "Foundation") have entered into an agreement with a syndicate of investment dealers led by Scotia Capital and BMO Capital Markets to complete a secondary offering. Under the agreement, the syndicate has agreed to purchase 4,577,994 units of the Fund ("Units") at a purchase price of $27.75 per Unit for gross proceeds of approximately $127 million. The Units, being sold to the syndicate by Empire and the Foundation, represent a 27.6% interest in the Fund and are all of the units of the Fund held by Empire and the Foundation.
The transaction is expected to close on or about October 5, 2010. Closing is subject to a number of customary conditions, including receipt of all necessary regulatory approvals. The Fund will not receive any proceeds from the offering.
Paul D. Sobey, Empire's President and Chief Executive Officer, said, "We have been very pleased with the performance of our investment in Wajax and continue to be impressed by both Wajax's business and its leadership. Our decision to dispose of our Wajax holdings is reflective of our ongoing commitment to keep our capital and resources squarely focused on our core operating businesses, principally food retailing and real estate."
Empire Company Limited (TSX:EMP.A) is a Canadian company headquartered at 115 King Street, Stellarton, Nova Scotia. Empire's core businesses include food retailing, real estate and related investments. With over $15 billion in annual revenue and approximately $6.3 billion in assets, Empire and its related companies, including its franchisees and affiliates, employ over 90,000 people.
Wajax is a diversified income fund that has three core distribution businesses engaged in the sale and after-sales parts and service support of mobile equipment, industrial components and power systems, through a network of over 110 branches across Canada. Its customer base spans natural resources, construction, transportation, manufacturing, industrial processing and utilities.
Cautionary Statement Regarding Forward-Looking Information
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Units nor will there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful.
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this press release and to other matters identified in public filings relating to the Fund and Empire, to the future outlook of the Fund and Empire and anticipated events or results and may include statements regarding the future financial performance of the Fund and Empire. In some cases, forward-looking information can be identified by terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Actual results may vary from such forward-looking information.
FOR FURTHER INFORMATION PLEASE CONTACT:
EMPIRE COMPANY LIMITED Paul V. Beesley Executive Vice President and Chief Financial Officer (902) 755-4440or
WAJAX INCOME FUND Neil D. Manning President and Chief Executive Officer (905) 212-3300or
WAJAX INCOME FUND John J. Hamilton Chief Financial Officer (905) 212-3300