NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION
FOR IMMEDIATE RELEASE
26 September 2019
Tender Offer by Cedarvale Holdings Ltd to purchase up to 5,400,000 Shares of Northern Bear plc at 72 pence per share, representing a premium of 20.0% above the closing bid price preceding this announcement
Cedarvale Holdings Ltd ("Cedarvale") announces its intention to acquire up to 5,400,000 ordinary shares in Northern Bear plc ("Northern Bear"), representing, together with the shares held by Cedarvale's beneficial owner, up to 29.6% of Northern Bear's issued share capital, by way of a tender offer at a price of 72 pence per share (the "Tender Offer").
The Tender Offer price of 72 pence per share of Northern Bear represents a premium of 20.0% above the closing bid price of 60 pence per share, and a premium of 17.1% above the middle market closing price of 61.50 pence per share at the close of business on 25 September 2019, being the latest practicable date prior to the publication of this announcement.
Cedarvale Holdings Ltd is a private investment holding company incorporated in England & Wales. Jeff Baryshnik, a Canadian citizen and resident, is Cedarvale's sole director and beneficial owner. Mr Baryshnik's principal occupation is as President of Republic Funds USA Inc, a private asset management firm he founded in 2009 and whose primary business is advising its affiliated partnerships on the purchase, sale and asset management of U.S. real estate. Jeff Baryshnik is a Trustee of True North Commercial Real Estate Investment Trust, publicly listed on the Toronto Stock Exchange, for which he also serves on its Investment Committee. Prior to forming Republic Funds USA Inc, Mr Baryshnik worked at various financial services firms including Morgan Stanley and Citadel. Jeff Baryshnik earned an MBA from New York University's Stern School of Business and an HBA from Western University's Richard Ivey School of Business.
At the date of this announcement, Cedarvale does not hold any Shares of Northern Bear. Cedarvale's beneficial owner holds 81,500 ordinary shares of 1 pence each in the capital of Northern Bear (each, a "Share of Northern Bear") in his personal capacity, representing 0.44% of the issued share capital of Northern Bear. If the Tender Offer were to be accepted in full, Cedarvale and Cedarvale's beneficial owner (being the "Cedarvale Investors") would hold 29.6% of the issued share capital of Northern Bear (based on the latest publicly available information).
Cedarvale does not intend to make an offer to acquire the entire issued and to be issued ordinary share capital of Northern Bear pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code").
Rule 2.8 of the Code applies to the foregoing statement. Accordingly, the Cedarvale Investors and any other persons acting in concert with them will, except with the consent of the Panel, be bound by the restrictions under Rule 2.8 of the Code.
Cedarvale reserves the right to acquire Shares of Northern Bear, subject to, and in accordance with, the Code and other applicable regulations. For the purpose of Rule 2.8 of the Code, Cedarvale reserves the right to make or participate in an offer for Northern Bear (and/or take any other actions which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement: (i) with the agreement or recommendation of the board of directors of Northern Bear; (ii) following the announcement of a firm intention to make an offer for Northern Bear by or on behalf of a third party; (iii) following the announcement by Northern Bear of a "whitewash" proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or (iv) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.
The Tender Offer will be made by means of a press advertisement and a tender offer document including a tender form (collectively, the "Tender Offer Document") which is expected to be sent within seven days of this announcement, to each shareholder of Northern Bear (each, a "Shareholder") whose name appears on the register of shareholders at the latest practicable date prior to despatch.
The Tender Offer will remain open for at least 21 days following the date the Tender Offer is made (as shall be specified in the Tender Offer Document, being the "Closing Date"). The Tender Offer will only be available to Shareholders of Northern Bear who are on its shareholder register as of 6.00 p.m. on the Closing Date.
The Tender Offer will be conditional on the receipt of tenders representing 1% of the issued share capital of Northern Bear on the date that the Tender Offer is made. This condition may not be waived. Accordingly, if this condition is not satisfied by the Closing Date, the Tender Offer will be void. Subject to this condition, any tender forms submitted by Shareholders of Northern Bear shall be irrevocable.
The maximum number of Shares of Northern Bear which may be tendered by each Shareholder pursuant to the Tender Offer (the "Tender Shares") will be specified in the Tender Offer Document. If the Tender Offer is oversubscribed such that the aggregate number of tendered Shares of Northern Bear exceeds the maximum number of Tender Shares, tenders will be scaled back pro rata to the number of Shares of Northern Bear that were tendered.
Shares of Northern Bear that are successfully tendered will be acquired by Cedarvale fully paid and free from all liens, charges, equitable interests and encumbrances and together with all rights attaching thereto, including the right to all dividends and other distributions declared on or after the date of this Announcement, and the right to attend and vote at any meeting of Northern Bear.
Settlement of the consideration to which any Northern Bear Shareholder is entitled pursuant to valid tenders accepted by Cedarvale will be made in accordance with the terms of the Tender Offer Document.
The availability of the Tender Offer to Northern Bear Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Northern Bear Shareholders who are not so resident should inform themselves about, and observe, such applicable requirements.
In this announcement, all share capital details are based on the latest publicly available information and certain figures have been subjected to rounding adjustments. This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities. The Tender Offer shall be made solely by means of the Tender Offer Document which shall contain the full terms and conditions of the Tender Offer, including details of how to tender your shares. The Tender Offer Document is important and will require your immediate attention.
Arden Partners plc
Tel: 020 7614 5900
Arden Partners plc, which is regulated by the Financial Conduct Authority, has approved this announcement for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended. Arden Partners plc is listed on the Financial Services Register with the registration number 214032. Arden Partners plc is a company incorporated under the laws of England and Wales and has its registered office at 5 George Road, Edgbaston, Birmingham, B15 1NP. Arden Partners plc is acting for Cedarvale in relation to the Tender Offer and is not acting for or advising any other person or treating any other person as its customer in relation to such transaction and will not be responsible to any other person for providing the protections afforded to customers of Arden Partners plc.