WIT Enters into an Agreement to be
Acquired by P&H
WIT’s Board of Directors, with the
benefit of advice from its financial and
legal advisors, have unanimously
determined that the Arrangement is in
the best interests of WIT and recommend
that shareholders vote in favor of the
Transaction. In making this
recommendation the Board of Directors
considered a number of benefits of the
transaction, including the fact that it
meets its two previously stated key
objectives of maximizing value and
liquidity for WIT shareholders, and
providing a strong competitive
environment for WIT’s customers as the
Company’s business environment continued
to evolve. The connection with P&H’s
export markets and large base of
Canadian flour mills will provide a
strong, local competitive option for
farm customers.
“Parrish & Heimbecker is a well-
respected, Canadian family-owned
business with over 105 years of
experience in the Canadian agri-food
industry. We believe P&H, with its
strong position as Canada’s second
largest flour miller consuming over 1
MMT of wheat annually, its 32 line
elevators spread across Canada, its
supply chain management for logistics
through 8 terminal locations on both the
west coast and through the Great Lakes /
St. Lawrence Seaway, as well as
participation in both food and feed
manufacturing will be the perfect
partner for the next chapter of WIT’s
story and a great addition to the
Weyburn community” said Rob Davies, CEO
of WIT. “The Board of Directors of WIT
believes that this agreement is highly
attractive to all stakeholders. It
offers shareholders a substantial
premium and a fully-funded all cash
offer. It also brings in a large
Canadian operator with an outstanding
track record and international export
capabilities, ensuring the success of
WIT and the local producer community for
years to come.”
“We see tremendous potential in WIT and
are excited to announce this partnership
with south-eastern Saskatchewan
producers,” commented John Heimbecker,
Vice President of P&H. “WIT will fit
very well within P&H’s existing network
of grain assets, and the level of
service the WIT team provides across its
grain, crop inputs, livestock feed and
special crops businesses will be
welcomed within the P&H family. We
expect the proposed acquisition to be
beneficial both to producers and the
Weyburn community.”
Transaction Details
The completion of the Transaction is
subject to court approval pursuant to
The Business Corporations Act
(Saskatchewan) (the “SBCA”), and the
approval of two-thirds of the votes cast
by shareholders present in person or by
proxy at the special meeting of
shareholders. The Transaction is also
subject to customary closing conditions
for a transaction of this nature,
including receipt of all regulatory
approvals, and is expected to close
before March 31, 2014.
The Arrangement provides for, among
other things, a non-solicitation
covenant on the part of WIT, subject to
customary fiduciary out provisions. P&H
will pay a termination fee of $4 million
if it terminates the Arrangement for
certain reasons. The Arrangement also
provides P&H with a right to match a
superior proposal for WIT and entitles
P&H to a termination fee of $4 million
if the Arrangement is terminated in
certain circumstances, including if WIT
enters into an agreement with respect to
a superior proposal or if WIT’s Board
withdraws its recommendation with
respect to the Arrangement.
Each member of WIT’s Board and its CEO
have entered into voting and support
agreements pursuant to which they have
agreed to vote their WIT shares in
favour of the Transaction.
Acquired by P&H
WIT’s Board of Directors, with the
benefit of advice from its financial and
legal advisors, have unanimously
determined that the Arrangement is in
the best interests of WIT and recommend
that shareholders vote in favor of the
Transaction. In making this
recommendation the Board of Directors
considered a number of benefits of the
transaction, including the fact that it
meets its two previously stated key
objectives of maximizing value and
liquidity for WIT shareholders, and
providing a strong competitive
environment for WIT’s customers as the
Company’s business environment continued
to evolve. The connection with P&H’s
export markets and large base of
Canadian flour mills will provide a
strong, local competitive option for
farm customers.
“Parrish & Heimbecker is a well-
respected, Canadian family-owned
business with over 105 years of
experience in the Canadian agri-food
industry. We believe P&H, with its
strong position as Canada’s second
largest flour miller consuming over 1
MMT of wheat annually, its 32 line
elevators spread across Canada, its
supply chain management for logistics
through 8 terminal locations on both the
west coast and through the Great Lakes /
St. Lawrence Seaway, as well as
participation in both food and feed
manufacturing will be the perfect
partner for the next chapter of WIT’s
story and a great addition to the
Weyburn community” said Rob Davies, CEO
of WIT. “The Board of Directors of WIT
believes that this agreement is highly
attractive to all stakeholders. It
offers shareholders a substantial
premium and a fully-funded all cash
offer. It also brings in a large
Canadian operator with an outstanding
track record and international export
capabilities, ensuring the success of
WIT and the local producer community for
years to come.”
“We see tremendous potential in WIT and
are excited to announce this partnership
with south-eastern Saskatchewan
producers,” commented John Heimbecker,
Vice President of P&H. “WIT will fit
very well within P&H’s existing network
of grain assets, and the level of
service the WIT team provides across its
grain, crop inputs, livestock feed and
special crops businesses will be
welcomed within the P&H family. We
expect the proposed acquisition to be
beneficial both to producers and the
Weyburn community.”
Transaction Details
The completion of the Transaction is
subject to court approval pursuant to
The Business Corporations Act
(Saskatchewan) (the “SBCA”), and the
approval of two-thirds of the votes cast
by shareholders present in person or by
proxy at the special meeting of
shareholders. The Transaction is also
subject to customary closing conditions
for a transaction of this nature,
including receipt of all regulatory
approvals, and is expected to close
before March 31, 2014.
The Arrangement provides for, among
other things, a non-solicitation
covenant on the part of WIT, subject to
customary fiduciary out provisions. P&H
will pay a termination fee of $4 million
if it terminates the Arrangement for
certain reasons. The Arrangement also
provides P&H with a right to match a
superior proposal for WIT and entitles
P&H to a termination fee of $4 million
if the Arrangement is terminated in
certain circumstances, including if WIT
enters into an agreement with respect to
a superior proposal or if WIT’s Board
withdraws its recommendation with
respect to the Arrangement.
Each member of WIT’s Board and its CEO
have entered into voting and support
agreements pursuant to which they have
agreed to vote their WIT shares in
favour of the Transaction.