Press release from CNW Group
COLABOR ACQUIRES MORE THAN 97% OF SKOR SHARES FOLLOWING ITS TAKE-OVER BID - CHANGES TO THE DIRECTORS OF SKOR FOLLOWING THIS ACQUISITION
Monday, May 09, 2011
BOUCHERVILLE, QC AND VAUGHAN, ON, May 9 /CNW Telbec/ - Colabor Group Inc. (TSX: GCL) ("Colabor") and The SKOR Food Group Inc. (TSXV:SKF) ("SKOR") announced today that, as of May 9, 2011, 2278988 Ontario Inc., a wholly-owned subsidiary of Colabor (the "Offeror"), has taken up and will pay for and acquire 26,040,906 common shares of SKOR (the "SKOR Shares"), representing approximately 97.4% of the outstanding SKOR Shares, pursuant to the March 30, 2011 offer, by way of a take-over bid, to acquire all of the issued and outstanding SKOR Shares for $1.33 per share (the "Offer").
The Offeror intends to acquire all outstanding SKOR Shares not deposited in the Offer pursuant to a compulsory acquisition under the Business Corporations Act (Ontario), as described in the Offer documents of March 30, 2010.
On May 9, 2011, all of the existing directors of SKOR have resigned, in accordance with the Support Agreement entered into between Colabor and SKOR, and have been replaced by the directors of Colabor, namely Messrs. Donald Dubé, Claude Gariépy, Richard Lord, Jacques Landreville and Robert Panet-Raymond.
In addition, Mr. Vince Capobianco has resigned as President and Chief Executive Officer of SKOR. Mr. Gilles C. Lachance, President and Chief Executive Officer of Colabor will become President of SKOR and of its subsidiaries. Mr. Steve Corvese will continue on in his functions as Vice President of SKOR and of its subsidiaries and Mr. Bryan Knebel will continue on in his functions as Chief Financial Officer of SKOR.
Mr. Gilles C. Lachance indicated that: "This transaction will allow Colabor to expand its product offering, customer base and footprint in Ontario and is expected to be immediately accretive to the net earnings of Colabor, before accounting for synergies". Mr. Corvese added that: "His team is looking forward to joining efforts with the Colabor team to further penetrate the Ontario market and bring their joint activities to the next level".
ABOUT THE OFFER
The details of the Offer are contained in a take-over bid circular and related documents, dated March 30, 2011 which have been filed on SEDAR.
SKOR shareholders may obtain a copy of the take-over bid circular, letter of transmittal, notice of guaranteed delivery and SKOR's Directors' Circular from the SEDAR website.
The Depositary for the Offer is Equity Financial Trust Company. Inquiries should be directed to the Depositary toll-free at 1-866-393-4891 or email@example.com
Colabor is a wholesaler and distributor of food and non-food products serving the retail market (grocery stores, convenience stores, etc.) and the foodservice market (cafeterias, restaurants, hotels, restaurant chains, etc.) in Quebec, Ontario and the Atlantic provinces.
Headquartered in Vaughan, Ontario, SKOR is a vertically integrated full service wholesale food supplier to the food service and retail industries. Through its three operating divisions, SKOR Foodservice, SKOR Wholesale Marketplace, and SKOR Culinary Concepts, SKOR services a wide range of multi location food service establishments, quick service restaurant chains, day care facilities, government institutions, independent food service operators, independent grocery stores as well as vending operators and convenience stores in Ontario and Quebec. For the twelve month period ending February 28, 2011, SKOR recorded $138.1 million in sales and $4.7 million in EBITDA. It employs approximately 200 people in its 200,000 square feet warehouse located in Vaughan, its six "cash & carry" locations and its four other facilities principally located in Southern Ontario.
This release may contain forward-looking statements reflecting Colabor's opinions or current expectations concerning Colabor's and SKOR's business operations and future events. These statements are subject to risks, uncertainties and assumptions. Actual results or events may differ.
Further information can be found in the disclosure documents to be filed by Colabor with the securities regulatory authorities, available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
|Colabor Group Inc.||MaisonBrison Inc.|
| Gilles C. Lachance |
President and Chief Executive Officer
Tel. 450-449-0026 ext. 265
| Martin Goulet, CFA |
Senior Vice-President, Investor Relations
Tel. 514-731-0000 ext. 229
| Michel Loignon, CA |
Vice-President and Chief Financial Officer
Tel. 450-449-0026 ext. 235
| The Skor Food Group Inc. |
Tel. 905-660-1212 ext. 323