Click here to close now.

SYS-CON MEDIA Authors: Leon Fayer, Ruxit Blog, Carmen Gonzalez, Kevin Jackson, Peter Silva

News Feed Item

Coast Wholesale Appliances Inc. Announces British Columbia Securities Commission Hearing on Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/09/14 -- Coast Wholesale Appliances Inc. (TSX: CWA) ("Coast") announced today that a hearing before the British Columbia Securities Commission (the "BCSC") will be held in Vancouver on the afternoon of April 14, 2014 to consider the April 8, 2014 application of CWAL Investments Ltd. ("CWAL") for an order to cease trade Coast's shareholder rights plan (the "Rights Plan").

Coast will oppose CWAL's application at the hearing before the BCSC, which follows CWAL's hostile and opportunistic insider bid launched on March 12, 2014 for all of Coast's outstanding common shares not beneficially owned by CWAL and its joint actors at a price of $4.55 per share (the "Offer").

The Offer is scheduled to expire at 4:00 p.m. (Toronto time) on April 17, 2014, unless extended or withdrawn by CWAL. The ability of CWAL to take-up shares under the Offer is subject to, among other things, a binding cease trade order or an injunction having been issued by the BCSC or court of competent jurisdiction, respectively, and no notice of appeal having been filed, that has the effect of prohibiting or preventing the exercise of the rights or the issue of common shares of Coast upon the exercise of the rights under the Rights Plan in relation to the Offer.

Coast adopted the Rights Plan on March 4, 2014 to ensure: (i) that the Special Committee and the Board of Directors of Coast will have sufficient time to properly develop and pursue alternatives to maximize value for all shareholders; and (ii) that all shareholders of Coast are treated fairly in any transaction involving a change of control of Coast. The Rights Plan encourages potential acquirers to negotiate the terms of offers for the common shares of Coast with the Board of Directors or to make a Permitted Bid (as defined under the Rights Plan).

In particular, making a Permitted Bid would preclude CWAL from acquiring any common shares of Coast under the Offer unless at least 50% of the common shares of Coast held by shareholders, other than CWAL and its joint actors, have tendered their common shares to the Offer. In addition, if that minimum tender condition were met, CWAL would be required to make a public announcement of that fact and keep the Offer open for an additional 10 days to permit other shareholders to tender their common shares to the Offer should they wish to do so.

CWAL chose not to make a Permitted Bid and as a result, its Offer is coercive in addition to being opportunistic. Most importantly, CWAL reserved the right to waive its minimum tender condition in its sole discretion. Therefore, in the absence of the Rights Plan, CWAL could simply take-up approximately 11% of the issued and outstanding shares of Coast and obtain absolute control. CWAL would not be required to notify Coast shareholders if such condition is satisfied or waived, nor would it be required to provide additional time for shareholders to tender to the Offer with the benefit of that information.

The Board of Directors of Coast firmly maintains that the Rights Plan is in the best interests of Coast and its shareholders, as it is the only way to address the risk that shareholders may be coerced into tendering to the financially inadequate Offer out of concern that if they fail to do so, the shareholders may be worse off because they will be holding a minority investment (with reduced liquidity) in a company under the absolute majority control of CWAL.

A special meeting has already been called for May 21, 2014 to allow shareholders the opportunity to vote to retain or abandon the Rights Plan after having access to full and open information. Several key shareholders have already expressed their support for the continued existence of the Rights Plan.

The Board of Directors' recommendation to shareholders of Coast that they REJECT the Offer and DO NOT TENDER their common shares, as well as a more detailed discussion of the reasons for rejecting the Offer, are contained in the Directors' Circular dated March 26, 2014. The Directors' Circular includes an inadequacy opinion from CIBC World Markets Inc., which confirms that the consideration offered to shareholders of Coast pursuant to the Offer is inadequate from a financial point of view to such shareholders. The Directors' Circular is available on SEDAR at www.sedar.com and was mailed to shareholders of Coast on March 27, 2014.

About Coast

Coast is a leading independent supplier of major household appliances and accessories to builders and developers of multi-family and single-family housing, and to retail customers. Founded in 1978, Coast operates stores across the four western provinces and in the Greater Toronto Area of Ontario, as well as a network of warehouse distribution centres strategically situated to serve these locations.

Forward-Looking Statements and Information

Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the date of the BCSC hearing to consider the application by CWAL for an order to cease trade the Rights Plan and the date of expiry of the Offer. Such statements and information include statements regarding the expectation and beliefs of management and appear in a number of places and often can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, Coast cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements reflect management's current beliefs and are based on information currently available to Coast. They speak only as of the date hereof, and reflect current assumptions regarding future events and operating performance. These assumptions include, without limitation: slow economic growth in Coast's current market areas; continued fluctuations in exchange rates; continued low interest rates through 2014; continuing cautious credit markets in which Coast's major builder customers obtain financing for their current and future building activities; weak consumer confidence due to the slow economic recovery, which may be reflected in lower retail sales; and no significant change to the total housing starts in 2014 compared to those recorded in 2013.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause actual results of Coast to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: actions taken by CWAL; actions taken by directors, officers and shareholders of Coast in respect of the Offer; the possible effect of the Offer on Coast's business; sensitivity to general economic conditions; changes in consumer confidence in the economy; maintenance of profitability and management of changes in Coast's business; competition; increases to interest rates; reliance on suppliers and their ability to supply product for sale on a timely basis; changes in consumer preferences; changes in the mix of product sales; fluctuations in fuel and commodity pricing, which may impact freight and other costs; usage of extended warranty programs and the costs to deliver these services; changes to planning and supply chain processes; lack of long term supplier agreements; reliance on key personnel; foreign exchange rates as they relate to imported products and Coast's suppliers' costs; and other factors referenced in Coast's continuous disclosure filings which are available on SEDAR at www.sedar.com.

These forward-looking statements are made as of the date hereof and Coast assumes no obligation to update or revise them to reflect new events or circumstances, other than as required by law.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
GENBAND has announced that SageNet is leveraging the Nuvia platform to deliver Unified Communications as a Service (UCaaS) to its large base of retail and enterprise customers. Nuvia’s cloud-based solution provides SageNet’s customers with a full suite of business communications and collaboration tools. Two large national SageNet retail customers have recently signed up to deploy the Nuvia platform and the company will continue to sell the service to new and existing customers. Nuvia’s capabili...
WHOA.com has announced the newest addition to its data center footprint with the expansion into Equinix's newest state-of-the-art facility: DC-11 Washington, DC IBX+. Located in Ashburn, VA, this data center expands Whoa.com's presence to meet rapidly expanding customer demand for secure cloud solutions. Equinix, Inc. operates International Business Exchange™ (IBX®) data centers in 32 markets across 15 countries in the Americas, EMEA, and Asia-Pacific. Equinix is committed to operating faciliti...
SYS-CON Events announced today that the DevOps Institute has been named “Association Sponsor” of SYS-CON's DevOps Summit, which will take place on June 9–11, 2015, at the Javits Center in New York City, NY. The DevOps Institute provides enterprise level training and certification. Working with thought leaders from the DevOps community, the IT Service Management field and the IT training market, the DevOps Institute is setting the standard in quality for DevOps education and training.
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
SYS-CON Events announced today that Cisco, the worldwide leader in IT that transforms how people connect, communicate and collaborate, has been named “Gold Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Cisco makes amazing things happen by connecting the unconnected. Cisco has shaped the future of the Internet by becoming the worldwide leader in transforming how people connect, communicate and collaborat...
WSM International is launching a DevOps services division that offers assessment, consulting and implementation to large enterprises and organizations with complex infrastructures. This is the first independent services company to create a dedicated practice to help organizations looking to transition to the DevOps model. The concept of DevOps is to blend information technology (IT) software development with operations to optimize the computing infrastructure according to the specific needs of ...
SYS-CON Events announced today that robomq.io will exhibit at SYS-CON's @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. robomq.io is an interoperable and composable platform that connects any device to any application. It helps systems integrators and the solution providers build new and innovative products and service for industries requiring monitoring or intelligence from devices and sensors.
The WebRTC Summit 2014 New York, to be held June 9-11, 2015, at the Javits Center in New York, NY, announces that its Call for Papers is open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 16th International Cloud Expo, @ThingsExpo, Big Data Expo, and DevOps Summit.
Temasys has announced senior management additions to its team. Joining are David Holloway as Vice President of Commercial and Nadine Yap as Vice President of Product. Over the past 12 months Temasys has doubled in size as it adds new customers and expands the development of its Skylink platform. Skylink leads the charge to move WebRTC, traditionally seen as a desktop, browser based technology, to become a ubiquitous web communications technology on web and mobile, as well as Internet of Things...
Hosted PaaS providers have given independent developers and startups huge advantages in efficiency and reduced time-to-market over their more process-bound counterparts in enterprises. Software frameworks are now available that allow enterprise IT departments to provide these same advantages for developers in their own organization. In his workshop session at DevOps Summit, Troy Topnik, ActiveState’s Technical Product Manager, will show how on-prem or cloud-hosted Private PaaS can enable organ...
DevOps tasked with driving success in the cloud need a solution to efficiently leverage multiple clouds while avoiding cloud lock-in. Flexiant today announces the commercial availability of Flexiant Concerto. With Flexiant Concerto, DevOps have cloud freedom to automate the build, deployment and operations of applications consistently across multiple clouds. Concerto is available through four disruptive pricing models aimed to deliver multi-cloud at a price point everyone can afford.
Today, IT is not just a cost center. IT is an enabler and driver of business. With the emergence of the hybrid cloud paradigm, IT now has increasingly more capabilities to create new strategic opportunities for a business. Hybrid cloud allows an organization to utilize multi-tenant public clouds, dedicated private clouds, bare metal hosting, and the associated support and services for the right use cases through an on-demand, XaaS model. This model of IT creates tremendous opportunities for busi...
Docker is an excellent platform for organizations interested in running microservices. It offers portability and consistency between development and production environments, quick provisioning times, and a simple way to isolate services. In his session at DevOps Summit at 16th Cloud Expo, Shannon Williams, co-founder of Rancher Labs, will walk through these and other benefits of using Docker to run microservices, and provide an overview of RancherOS, a minimalist distribution of Linux designed...
Business as usual for IT is evolving into a “Make or Buy” decision on a service-by-service conversation with input from the LOBs. How does your organization move forward with cloud? In his general session at 16th Cloud Expo, Paul Maravei, Regional Sales Manager, Hybrid Cloud and Managed Services at Cisco, discusses how Cisco and its partners offer a market-leading portfolio and ecosystem of cloud infrastructure and application services that allow you to uniquely and securely combine cloud busi...
Wearable technology was dominant at this year’s International Consumer Electronics Show (CES) , and MWC was no exception to this trend. New versions of favorites, such as the Samsung Gear (three new products were released: the Gear 2, the Gear 2 Neo and the Gear Fit), shared the limelight with new wearables like Pebble Time Steel (the new premium version of the company’s previously released smartwatch) and the LG Watch Urbane. The most dramatic difference at MWC was an emphasis on presenting we...