CALGARY, ALBERTA–(Marketwired – Dec. 1, 2016) – The Western Investment Company of Canada Limited (“Western“) (TSX VENTURE:WI.P), further to its press releases issued on September 22, 2016 and November 8, 2016, is pleased announce that the definitive agreement has been executed for the previously announced transaction with GlassMasters Autoglass Ltd. and ARG Wholesale Ltd. (collectively “GlassMasters“) (the “Transaction“). GlassMasters is one of the largest windshield replacement and repair companies in the province of Alberta. Incorporated in 2001, GlassMasters has a long standing history and seven retail locations, 22 mobile repair vehicles and 32 service units, all located in Alberta (the “Business“). More information about GlassMasters can be found at www.glassmastersautoglass.com.
The Transaction is the first step in Western’s plan to build a diversified portfolio of strong Western Canadian based businesses. Senator Scott Tannas, Chief Executive Officer of Western states, “We are delighted to partner with Miles Palmer, owner and founder of GlassMasters, and his management team. Now, the work begins to expand GlassMasters’ coverage throughout the west. Our work to build Western will continue as we invest in other successful businesses in our Western Canadian backyard“.
Details of the Transaction
Western, together with ATB Capital (“ATB“) are acquiring the business of GlassMasters for upfront payments of approximately $16.4 million plus approximately $400,000 in closing costs to Sweet Pea Enterprises Inc. (“Sweet Pea“), a private Alberta corporation controlled by Miles Palmer and his spouse. Sweet Pea may also receive $1.50 million in additional purchase price payments should certain performance benchmarks be met over the next four years. Western and ATB will fund the upfront transaction with proceeds of approximately $4.01 million from Western, $2.00 million from ATB, and $2.00 million from GlassMasters’ management. The balance will be financed with debt, comprised of $7.50 million seven year amortizing senior secured bank debt from Toronto Dominion Bank and $1.30 million of amortizing subordinate debt from First West Capital. Pursuant to the terms of the Transaction and subject to regulatory approval, Western has agreed to pay Sweet Pea a non-refundable deposit of $425,000 upon execution of the definitive agreement. In addition, pursuant to a loan agreement, Sweet Pea will advance $200,000 by way of a promissory note to a subsidiary of Western (“Western Subco“) for working capital purposes which will be repaid on the earlier of: (i) the date on which any credit facility is made available to Western Subco; or (ii) the date that certain conditions contained in the loan agreement are met.
It was important to all parties in the Transaction that management of GlassMasters remain and have significant ownership in the Business. Western will own 50.1% of the Business, ATB will own 25% and Sweet Pea will own 20% and Brad Warren will own 4.9%. The Transaction is expected to constitute Western’s qualifying transaction as defined in Policy 2.4 of the TSX Venture Exchange (“Exchange“) Corporate Finance Manual.
With the completion of the Transaction, the resulting issuer is expected to be a Tier 1 industrial issuer. Trading in the common shares of Western has been halted since September 21, 2016 and is not expected to resume trading until the Transaction is approved by the Exchange in mid-December.
Approval of the Transaction by the shareholders of Western is not required by the Exchange as the Transaction is arm’s length. Shareholders will be invited to participate in a teleconference call with Senator Tannas once the Exchange has provided approval where he will discuss the Transaction and answer questions from shareholders.
Selected Consolidated Financial Information of GlassMasters
| (C$000s) | Three Months Ended August 31, 2016(1) (unaudited) |
Nine Months Ended August 31, 2016(2) (unaudited) |
Year Ended November 30, 2015(3) (unaudited) |
Year Ended November 30, 2014(3) (unaudited) |
| Sales | 5,506 | 13,705 | 17,883 | 15,512 |
| % Sales Increase | na | na | 15.3% | na |
| Income from Continuing Operations | 873 | 1,438 | 2,446 | 2,297 |
| Net Income | 700 | 1,157 | 1,887 | 1,770 |
| Total Assets | 7,780 | 7,780 | 5,986 | 5,400 |
| Total Liabilities | 1,780 | 1,780 | 1,144 | 1,045 |
| Notes: | |
| (1) | From June 1, 2016 to August 31, 2016. The management statements have been compiled from reviewed financial statements of GlassMasters and ARG. |
| (2) | From December 1, 2015 to August 31, 2016. The financial information has been compiled from reviewed financial statements of GlassMasters and ARG. |
| (3) | The financial information has been compiled from the audited financial statements of GlassMasters and ARG. |
Management Team and Board of Directors
As before, senior management of Western will consist of Scott Tannas as Chief Executive Officer and Richard Moore as Chief Financial Officer.
The board of directors of Western will remain unchanged and consist of Scott Tannas, Richard Moore, James F. Dinning (Chairman of the Board), Willard Yuill, Robert Espey and Dr. Kabir Jivraj. Brief biographies for the insiders of Western are available in the (final) prospectus dated January 29, 2016 and the press release of Western dated April 6, 2016, both on SEDAR.com, or on Western’s website at www.winv.ca.
About Western (www.winv.ca)
Western is a CPC that has completed its Qualifying Transaction and is awaiting final approval of the Exchange. Western’s strategy is to create a diversified portfolio of established Western Canadian businesses and create value through the identification and long-term ownership of companies with sustained cash flows and strong potential for organic growth.
The common shares of Western have traded on the Exchange (under the symbol WI.P) since February 24, 2016. Trading in the common shares of Western was halted at Western’s request September 15, 2016 pending the announcement of the Transaction.
Further information about Western can be found in its prospectus dated February 1, 2016 and other filings with the Canadian securities regulators, which are available at www.sedar.com.
About ATB Capital
ATB Capital, a division of ATB Financial, is a $100M private equity fund with the mandate to partner with Alberta companies providing access to capital, market expertise, business connections and operational excellence.
Completion of the Transaction is subject to a number of conditions, including but not limited to, receipt of all applicable consents to and approvals of the Transaction including approval of the Exchange. The Transaction cannot close until the required approvals and exemptions are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement of Western to be prepared in connection with the Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Advisory
This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the Transaction including Western’s ability to obtain financing and the necessary approvals, including regulatory approvals. Statements containing the words: ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’ and ‘anticipates’ and any other words of similar meaning are forward-looking. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond Western’s control. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Western’s disclosure documents on the SEDAR website at www.sedar.com. Any forward-looking statements are made as of the date of this news release and Western does not undertake to update any forward-looking information except in accordance with applicable securities laws.
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.
Scott Tannas
President and Chief Executive Officer
(403) 652-2663
stannas@winv.ca