Our roundup of Canadian small-caps of between $100-million and $2.5-billion in market capitalization making news and on the move today.
An Ontario court late Monday approved the $60-million takeover of Torstar Corp. (TS.B-T) by private equity firm NordStar Capital LP over the objections of a failed bidding group, which immediately said it planned to appeal the judge’s decision.
Ontario Superior Court Justice Cory Gilmore ruled NordStar, controlled by entrepreneurs Jordan Bitove and Paul Rivett, could close their purchase of Torstar, setting aside requests to re-open an auction of the company from competing bidder Canadian Modern Media Holdings Inc. Last week, 98.7 per cent of Torstar shareholders voted in favour of the sale to NordStar.
The court’s blessing came after a brief hearing Thursday and a five-month sales process at Torstar — owner of the Toronto Star and a stable of regional newspapers — that saw NordStar raise its offer for the company earlier this month. That increase, to 74 cents per share, won pledges of support from the five families that own Torstar’s voting stock and the largest owner of its non-voting shares, insurer Fairfax Financial Holdings Ltd.
Canadian Modern Media Holdings bid 80 cents a share for Torstar on Monday, more than a week after the families and Fairfax pledged their support to NordStar.
CMMH had complained that shareholders were not given the opportunity to assess that bid, and that the nondisclosure agreements (NDA) they were subject to prevented the details from being made public. But Justice Gilmore said it all came too late in the process, after the lockups were signed.
"This court is not prepared to interfere with a voluntary decision made by such a significant block of shareholders," she said in her written ruling.
“The second bid was certainly superior from a cash perspective but, as described above, could not have been considered because it was just too late in the process,” Justice Gilmore wrote.
- Jeffrey Jones and Andrew Willis
The comapny said its net loss was $80-million or 26 cents per share versus a loss of $64-million or 21 cents a year earlier.
Adjusted funds flow of $89-million compared to $227-million a year ago.
Net income was $69.8-million or 84 cents per share compared to net income of $44.2-million or 72 cents per share a year ago.
Meantime, the company says it's currently fully operational through its brands' e-commerce websites and its physical stores, "all of which have re-opened in conformity with provincial and regional governmental guidelines."
It also said its shares are expected to be delisted from the TSX at market close on July 29. The company said it’s currently working to transition the trading of its shares from the TSX to the TSX Venture Exchange, which is expected to take effect by the second week of August. “While the company expects that its shares will transition from the TSX to the TSX-V, there is no guarantee that such transition will occur,” it stated.
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