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Abstract
WesternOne Equity Income Fund ("WesternOne Equity") (TSX:WEQ.UN)(TSX:WEQ.DB)(TSX:WEQ.DB.B) today announced that one of its indirect subsidiaries entered into an acquisition agreement (the "Acquisition Agreement") to acquire the assets and business of Britco Structures LLP and Britco Leasing Ltd. (together, "Britco" or the "Britco Business") for $93 million (the "Acquisition"). The Acquisition is subject to an earn-out provision whereby the current owners of the Britco Business will receive a portion of any earnings above a prescribed threshold for the 12-month period immediately following the closing of the Acquisition. The Acquisition is also subject to post-closing adjustments relating to capital expenditures and disposals and working capital.
The Debentures will be convertible into approximately 133 WesternOne Equity units (the "Units") per $1,000 principal amount, at any time following the closing of the Acquisition, at the option of the holder, representing a conversion price of $7.50 per Unit (the "Conversion Price"). The Debentures will not be redeemable by WesternOne Equity prior to June 30, 2014. On and after June 30, 2014, and prior to June 30, 2016, the Debentures may be redeemed in whole or in part from time to time at WesternOne Equity's option, provided that the volume weighted average trading price of the Units on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125% of the Conversion Price. On and after June 30, 2016 and prior to the Maturity Date, WesternOne Equity may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
Certain statements in this press release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to: the expected EBITDA of the Britco Business for the 2011 fiscal year; the anticipated closing of the Acquisition and the Offering; the anticipated use of net proceeds of the Offering; the entering into of a new credit facility; and the benefits that may accrue to WesternOne Equity and its unitholders as a result of the Acquisition. Actual events or results may differ materially.