Student Transportation Inc. (TSX:STB) (NASDAQ:STB)
(“
STI” or the “
Company”) is
pleased to announce the closing of the previously announced plan of
arrangement (the “
Arrangement”) with Spinner Can
AcquireCo Inc., a company sponsored by affiliates of Caisse de
dépôt et placement du Québec and Ullico Inc. Under the terms of
Arrangement, all of the issued and outstanding convertible
debentures of STI were paid out and Spinner Can AcquireCo Inc.
acquired all the issued and outstanding common shares and
debentures of STI. Each holder of STI’s:
- common shares received US$7.50 in cash;
- 6.25% Convertible Unsecured Subordinated Debentures due June
30, 2019 (the “Company 2013 Debentures”) received,
for each C$1,000 principal amount of Company 2013 Debentures,
US$909.8713 in cash; and
- 5.25% Convertible Unsecured Subordinated Debentures due
September 30, 2021 (the “Company 2016 Debentures”
and, together with the Company 2013 Debentures, the
“Debentures”) received, for each C$1,000 principal
amount of Company 2016 Debentures, US$996.6910 in cash,
in each case, subject to the terms and
conditions of the Arrangement.
The common shares of STI will be de-listed from
the TSX and the NASDAQ and the Debentures will be de-listed from
the TSX. STI will apply to cease to be a reporting issuer in each
of the provinces and territories of Canada.
Registered STI shareholders and debentureholders
are reminded that they must properly complete, sign and return the
letter of transmittal, along with their share certificate(s), to
Computershare Trust Company of Canada, as depositary, in order to
receive the consideration they are entitled to under the
Arrangement. Non-registered STI shareholders or holders of
Debentures will receive the consideration they are entitled to
under the Arrangement through the intermediary in whose name their
STI shares or Debentures, as applicable, are registered.
If any STI shareholder or debentureholder has
questions with respect to the letter of transmittal, please contact
the Depositary, toll free at 1-800-564-6253 within North America,
or 514-982-7555 outside of North America, or by email at
corporateactions@computershare.com.
About Student Transportation Inc.
Founded in 1997, Student Transportation Inc. is
an industry leader in student transportation, safety and fleet
services. STI operates more than 13,500 vehicles, providing
customers with the highest level of safe and reliable student
transportation, management, logistics and technology solutions
throughout the U.S. and Canada. Services are delivered by drivers,
dispatchers, maintenance technicians, managers, information
technology professionals and others, who are caring members of
their local communities. For more information, please visit
www.RideSTBus.com
About Caisse de dépôt et placement du Québec
(CDPQ)
Caisse de dépôt et placement du Québec (CDPQ) is a long-term
institutional investor that manages funds primarily for public and
parapublic pension and insurance plans. As at December 31,
2017, it held C$298.5 billion in net assets. As one of
Canada’s leading institutional fund managers, CDPQ invests globally
in major financial markets, private equity, infrastructure, real
estate and private debt. For more information,
visit cdpq.com/en, follow us on Twitter @LaCDPQ or
consult our Facebook or LinkedIn pages.
About Ullico Inc.
For more than 90 years, Ullico, the only
labor-owned insurance and investment company, has been a proud
partner of the labor movement, keeping union families safe and
secure. From insurance products that protect union members, leaders
and employers, to investments in building projects that have
created thousands of union jobs, our customers continue to trust us
with protecting their families, employees and investments. Through
its infrastructure business, Ullico invests across all core sectors
of infrastructure, including transportation, water, waste water,
electricity transmission, and power generation. For more
information, visit www.ullico.com.
Forward-Looking Statements
The information in this press release includes
certain forward-looking statements. These forward-looking
statements are subject to risks and uncertainties. More
particularly and without limitation, this press release contains
forward-looking statements and information concerning the delisting
of the STI securities from the TSX and NASDAQ (as applicable) and
STI’s intention to cease to be a reporting issuer, which have been
provided in reliance on certain assumptions that STI and the
Purchaser believe are reasonable at the time. Forward-looking
statements may include, without limitation, statements regarding
the operations, business, financial condition, expected financial
results, performance, prospects, ongoing objectives, strategies and
outlook for STI. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this press release. Forward looking statements may in
some cases be identified by words such as “will,” “plans,”
“believes,” “expects,” “anticipates,” “estimates,” “projects,”
“intends,” “should” or the negative of these terms, or similar
expressions. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made and STI undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Company Contacts:
Doug CoupeDirector of Communications & Investor
RelationsStudent Transportation Inc.dcoupe@ridesta.com (843)
884-2720
Thomas Kominsky Chief Growth Officer Student Transportation Inc.
tkominsky@ridesta.com 843-884-2720 x 242
CDPQ Contacts:
Canada Maxime ChagnonSenior Director, Media and Public Relations
+1 514 847 5493 mchagnon@cdpq.com
International Cesaltine Gregorio Senior Advisory Director,
Global Media Relations+1 212 596 6314 cgregorio@cdpq.com
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