/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR DESTINATION
IN THE UNITED STATES/
MONTRÉAL and VANCOUVER, June 25,
2013 /CNW Telbec/ - Reference is made to the offer dated
April 5, 2013 (the "Offer")
by ET Acquisition Corporation (the "Offeror"), a new corporation
indirectly owned by funds managed by Kelso & Company ("Kelso"),
as amended and supplemented by the notice of extension dated
May 10, 2013 "), to purchase all of
the issued and outstanding common shares ("Common Shares") in the
capital of EACOM Timber Corporation ("EACOM") at a price of
$0.38 per Common Share. The Offer was
further extended on June 14, 2013
(the "Extension") to offer to purchase the Common Shares not
deposited under the Offer as at June 14,
2013. As previously announced, the expiry time for the Offer
was 12:01 a.m. (Toronto time) on June
25, 2013.
Kelso and EACOM are pleased to jointly announce
that the Offeror will take up and accept for payment an additional
23,427,257 Common Shares validly deposited under the Extension,
which together with the 643,482,709 Common Shares previously
deposited under the Offer and taken up by the Offeror, represent
approximately 98.24% of the issued and outstanding Common
Shares.
Following the take-up and acceptance for payment
of 23,427,257 Common Shares validly deposited under the Extension
together with the 643,482,709 Common Shares previously deposited
under the Offer and taken up by the Offeror, Kelso and its
affiliates will now own and control 666,909,966 Common Shares or
approximately 98.24% of the issued and outstanding Common Shares in
the capital of EACOM.
The Offeror indicated under the support
agreement with the Company dated March 22,
2013 (the "Support Agreement") relating to the Offer that if
more than 90% of the Common Shares were taken up by the Offeror, it
could elect to proceed to acquire the remainder of Common Shares
not deposited under the Offer (the "Remaining Shares") under the
compulsory acquisition procedure under the Business Corporations
Act (British Columbia), (the
"Act"), if available. Consequently, the Offeror announces
that it will proceed with a compulsory acquisition procedure under
the Act to acquire the Remaining Shares at a price of $0.38 per Common Share, being the same
consideration as contained in the Offer.
The Offeror will send a notice of compulsory acquisition to
EACOM shareholders that have not deposited their Common Shares
under the Offer.
This news release contains summary information
only about the Offer. Complete information about the Offer is
contained in the Offer and the related take-over bid circular (and
other documents related to the Offer, including the Notices of
Extension), copies of which are available at www.sedar.com.
About EACOM
EACOM Timber Corporation is a TSX-V listed
company. The business activities of EACOM consist of the
manufacturing, marketing and distribution of lumber, wood chips and
woodbased value-added products, and the management of forest
resources. EACOM owns eight sawmills, all located in Eastern Canada, and related tenures. The mills
are Timmins, Nairn Centre, Gogama, Elk
Lake and Ear Falls in
Ontario, and Val-d'Or, Ste-Marie and Matagami in Quebec. The mills in Ear Falls, Ontario and Ste-Marie, Quebec are currently idled.
The mill in Timmins, which was
seriously damaged by fire in January
2012, is under reconstruction. EACOM also owns a lumber
remanufacturing facility in Val-d'Or,
Quebec, and a 50% interest in an "I" joist plant in
Sault Ste-Marie, Ontario.
About Kelso
Kelso & Company is one of the oldest and
most established firms specializing in private equity. Since
1980, Kelso has invested in over 115 companies in a broad range of
industry sectors with aggregate initial capitalization at closing
of over $40 billion. The firm
is currently investing its eighth investment partnership, Kelso
Investment Associates VIII, L.P., with $5.1
billion of committed capital. For more information,
please visit www.kelso.com.
The TSX Venture Exchange has neither approved
nor disapproved the content of this press release. All director and
officer appointments are subject to TSX Venture Exchange
approval.
Forward-Looking Statements
All statements in this news release that are
not based on historical facts are "forward-looking statements". In
this news release, such forward-looking statements include
statements regarding the ability of Kelso to complete the take-over
bid, the anticipated benefits of the take-over bid, the anticipated
benefits to EACOM shareholders of the take-over bid, the timing of
the take-over bid and the anticipated receipt of regulatory
approvals for the take-over bid. While management has based any
forward-looking statements contained herein on its current
expectations, the information on which such expectations were based
may change. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
risks, uncertainties and other factors, many of which are beyond
our control and could cause actual results to materially differ
from such statements. Such risks, uncertainties and other factors
include, but are not necessarily limited to, those set forth under
"RISKS AND UNCERTAINTIES" in the EACOM's current MD&A, and
under "RISK FACTORS" in EACOM's Filing Statement dated January 8, 2010.
Additional information relating to EACOM is available at
www.eacom.ca and on SEDAR at www.sedar.com.
SOURCE EACOM