Royal Laser Corp announced that the Company has entered into a definitive support agreement with Triple M Metal LP with respect to the previously announced all cash offer by an affiliate of Triple M to acquire all of the outstanding common shares of Royal Laser. The aggregate consideration under the Offer is approximately USD 44.5 million or USD 0.47 per common share.
The Company also announced that Triple M has entered into a soft lock up agreement with Jaguar Financial Corporation and William Iannaci, collectively holding approximately 32% of the Company's outstanding common shares, whereby these shareholders have agreed to accept the Offer, subject to certain conditions.
The board of directors of Royal Laser after consultation with its financial and legal advisors, has unanimously determined that the Offer to be made by Triple M is fair and in the best interests of the Company and that it will recommend that shareholders tender to the Offer. National Bank Financial, the Company's financial advisor, has provided an opinion to the Board that the consideration to be received under the Offer is fair, from a financial point of view to Royal Laser's shareholders.
The commencement of the Offer is subject to certain conditions, which are set forth in the Support Agreement that will be publicly filed on SEDAR. The take up of common shares under the Offer is also subject to certain conditions, including a minimum tender condition, that will be set forth in a take over bid circular that will be mailed to Royal Laser's shareholders on or before May 7th 2010, together with Royal Laser's directors' circular that will unanimously recommend acceptance of the Offer. The conditions to the Offer will also include a requirement that Royal Laser sells the shares of the non-core businesses consisting of Royal Laser Manufacturing, WAM Industries, Smokey Manufacturing, Thunder Tool and Envyrozone.
Royal Laser Corp through its operations, services, processes and distributes flat rolled steel targeted at the multi billion dollar automotive OEM, automotive after market and custom fabricates products for the industrial, environmental, automotive and construction industries in Canada, the United States and Mexico. The Company's common shares trade on the Toronto Stock Exchange under the symbol RLC.
