






Pacific Safety Products Inc. Announces Offer to Purchase the Company


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KANATA, ONTARIO--(Marketwire - May 13, 2010) - Pacific Safety Products Inc. ("PSP") (TSX VENTURE:PSP) today announced that it has received an offer from Revision Eyewear Inc. ("Revision") to purchase all the issued and outstanding shares of PSP at a price of Cdn $0.18 per share in an all-cash transaction.
Revision is a private company with corporate headquarters in Montreal and operational headquarters in Essex Junction, Vermont, USA which develops and delivers purpose-built eye protection solutions for military and tactical clients worldwide.
The purchase price represents a premium of 50% over the weighted average trading price of PSP's common shares on the TSX-V for the 30 trading days prior to March 4, 2010, the date on which the Company announced that it was in discussions with a possible purchaser and a 13 % premium over the weighted average trading price of the Company's shares for the nine month period prior to that announcement. The purchase price represents an aggregate transaction value of approximately $4.6 million, and is subject to downward adjustment in the event that PSP's transaction costs exceed $225,000.
The transaction, which is structured as a plan of arrangement, was unanimously approved by PSP's Board of Directors on May 12, 2010, following receipt of the recommendation of a special committee of the Board and a fairness opinion from Grant Thornton LLP concluding that the consideration under the transaction is fair, from a financial point of view, to shareholders of PSP. The directors and senior officers of PSP (who collectively hold approximately 2 per cent of the outstanding common shares of PSP) have agreed to vote their shares in favour of the transaction.
The transaction is subject to court approval and to the approval of at least two-thirds of the votes cast by PSP shareholders present in person or by proxy approval of shareholders of PSP at a meeting called for June 17, 2010. The transaction, which is also subject to all requisite approvals, third party consents and other conditions precedent, is expected to close on or around June 23, 2010. Following completion of the transaction, the common shares of PSP will be delisted from the TSX-V and no longer traded publicly.
Pursuant to the arrangement agreement, PSP has agreed not to solicit competing transactions, but is not prohibited from responding to unsolicited enquiries or competing offers which the directors of PSP reasonably believe are likely to result in a superior proposal. In the event that PSP terminates the arrangement agreement to endorse a superior proposal, PSP is required to pay a break fee to Revision of $350,000 and to reimburse Revision's transaction costs to a maximum of $150,000.
Details regarding these and other terms of the transaction are set out in the arrangement agreement and in a proxy circular that PSP will mail to holders of common shares in connection with the special meeting of shareholders to be held to approve the transaction. It is expected that these materials will be mailed out at the beginning of June, 2010. The arrangement agreement and the proxy circular will be available at [ www.sedar.com ].
About PSP
The mission statement of Pacific Safety Products Inc. is... we bring everyday heroes safely™. PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, and protective products against chemical and biological hazards. PSP is the largest armour manufacturer in Canada, directly supplying the Canadian Department of Defence, Federal Government Agencies and major Canadian law enforcement organizations. The Company also provides specialized law enforcement and safety products through APS Distributors, a division of PSP that services law enforcement and public safety agencies across the country. The Company, through its U.S. subsidiary Sentry Armor Systems Inc., provides body armour products to U.S. based law enforcement and private security firms. The Company also produces tactical clothing and emergency medical kits. Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.
About Revision
Revision Eyewear Inc. is a private company specializing in the development and delivery of purpose-built eye protection solutions for military and tactical clients worldwide. Revision's clients include the U.S. Department of Defence, the Canadian Department of National Defence, the Netherlands Defence Materiel Organization, the Swiss Federal Department of Defence and the UK Ministry of Defence, among others. Privately owned and ISO 9001:2008 certified, Revision's operational headquarters is located in Essex Junction, Vermont, USA, with additional offices in the UK, Germany and Canada. For more information, visit[ www.revisioneyewear.com ], write [ info@revisioneyewear.com ], or call +1 514-849-1874.
Forward-Looking Statements: This news release contains forward-looking statements based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the proposed transaction, its likelihood of completion on either the terms currently proposed or on revised terms, together with any statements about the Company's growth strategy, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents which may be filed with the British Columbia Securities Commission, the Alberta Securities Commission, the Ontario Securities Commission, the TSX Venture Exchange, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to failure to close the proposed transaction; as well as changes in laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which the Company does business; competitive pressures; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost of raw material, research and development of new products, including regulatory approval and market acceptance; and seasonality of sales in some products.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.