Our roundup of Canadian small-caps of between $100-million and $2.5-billion in market capitalization making news and on the move today.
Hudson’s Bay Co.’s (HBC-T) board of directors has rebuffed Catalyst Capital Group Inc. and its $2-billion proposal to take over the retailer, saying the bid would have no chance of winning over the majority stake controlled by HBC executive chairman Richard Baker.
Catalyst proposed last week to offer $11 a share in cash for HBC in an attempt to thwart Mr. Baker and his allies, which have offered $10.30 for the minority shares in a plan to privatize the company.
The Baker group controls 57 per cent of the stock and has said it has no intention to sell, an assertion it reiterated to the five-director panel.
In a statement issued late on Monday, the special committee said “the unsolicited proposal from the Catalyst Capital Group Inc. to acquire HBC is not reasonably capable of being consummated.” Therefore, it can’t be considered a superior proposal, it said.
It issued the statement after an extended study of Catalyst's proposal, which was not a formal bid. The private-equity firm had said it had lined up financing and was prepared to make an offer.
Its own offer spurned, Catalyst, led by Toronto financier Newton Glassman, said it has applied to the Ontario Securities Commission, asking for a hearing into what it said are “numerous omissions and misrepresentations” in the management information circular for the Baker group’s bid. That arrangement won the recommendation of the special committee.
Catalyst is among a handful of minority shareholders opposing the bid, saying it undervalues the company’s real estate to the benefit of the executive chairman and his fellow bidders. Catalyst has 17.5 per cent of the shares. To be successful, Mr. Baker and his allies must garner a majority of the minority shares at a vote set for Dec. 17.
Gold miner Centamin Plc (CEY-L) on Tuesday rejected a 1.47 billion pound ($1.9 billion) all-stock takeover proposal from Canada’s Endeavour Mining Corp. (EDV-T), saying it did not offer enough value to Centamin shareholders.
Toronto-listed Endeavour announced its offer, a 13-per-cent premium to Centamin’s last closing price, earlier in the day, seeking to gain control of Centamin’s only operating mine, the Sukari project in Egypt.
The Canadian firm said Centamin had rebuffed several attempts to engage in talks.
“The terms of the proposal provide comparatively greater benefit to Endeavour’s shareholders, do not adequately reflect the contribution that Centamin would make to the merged entity,” Centamin said in a statement.
Endeavour said it planned to offer 0.0846 of its own shares for each Centamin share, equivalent to about 126.27 pence per share.
The combined entity would have produced 1.2 million ounces of gold in 2019 at an all-in sustainable cost – a key industry benchmark – of $875 per ounce, which would make it one of the world’s largest and lowest-cost miners, Endeavour said.
Pollard Banknote Limited (PBL-T) announced it will acquire mkodo Ltd., a provider of digital apps in the lottery and gaming industry, for about $13.4-million. The company said the price is before standard working capital adjustments and potential future earn-out payments based on certain EBITDA targets. It said the purchase price will be funded from its existing cash resources and availability under its existing senior credit facilities.
"The acquisition is expected to be accretive to Pollard Banknote's net income prior to amortization of related purchase price accounting adjustments," the company stated.
Charlotte’s Web Holdings, Inc. (CWEB-T) announced in a release after markets closed that It “became aware of a yet-to-be served class-action suit having been filed in the Northern District of California.” It said the suit alleges that the Company’s products are mislabeled as dietary supplements. “The company believes that its products are accurately labelled and that the claims are without merit,” the release states. “The company intends to vigorously defend itself against any such suits.”
Dream Industrial REIT (DIR.UN-T) announced a $150-million financing. The REIT said it has an agreement to sell, on a bought deal basis, 11,160,000 units of the trust at a price of $13.45 per unit to a syndicate of underwriters led by TD Securities Inc. The trust has also agreed to sell an aggregate of 325,000 units to Michael Cooper and Brian Pauls, in each case on a non-brokered private placement basis, at the issue price, for gross proceeds of approximately $4.4-million. The trust said it intends to use the net proceeds to fund acquisitions and development opportunities, and for general trust purposes.
Wayland Group Corp. (WAYL-C) announced it’s seeking creditor protection to pursue a restructuring plan. In a release after markets closed on Monday, the company said it, Maricann Inc. and NanoLeaf Technologies Inc. have been granted an order from the Ontario Superior Court of Justice (Commercial List) under the Companies’ Creditors Arrangement Act.
The company said the initial order provides a stay of proceedings in favour of the Wayland Group and certain of its affiliates, and the appointment of PricewaterhouseCoopers Inc. as monitor of the Wayland Group.
"The Wayland Group sought creditor protection under the CCAA in order to receive a short term stay of proceedings that will provide additional time to consider potential financing arrangements and restructuring transactions," the company stated.
The company said it's in "advanced discussions regarding potential arrangements for debtor-in-possession financing and it intends to continue its work with the monitor and its advisors in connection with these potential arrangements and in connection with its consideration of potential restructuring transactions."
It said there can be no assurance that any financing arrangements will be available or the terms accepted.
Quarterhill Inc. (QTRH-T; QTRH-Q) announced its plans to delist its common shares from the Nasdaq Global Select Market citing the “significant administrative burden and costs of being a United States reporting company.”
The company said the savings could exceed $1-million in 2020 and the following years.