VANCOUVER, Nov. 30, 2018 /CNW/ - WesternOne Inc.
("WesternOne") (Toronto Stock Exchange: WEQ and WEQ.DB) is
pleased to announce the closing of the sale of WesternOne's
equipment rentals and heat business and substantially all of the
related assets (collectively, the "Business") to United
Rentals of Canada, Inc.
("United Rentals") for a base cash purchase price of
Cdn$120 million (the
"Transaction"), prior to adjustments for working capital and
other adjustments provided for in the definitive agreement
governing the Transaction (the "Agreement"). As part of the
closing, all debts owing by WesternOne to its secured lenders were
paid in full.
Raymond James Ltd. acted as financial advisor to WesternOne in
connection with the Transaction.
New Corporate Name
WesternOne also announced that it will change its corporate name
effective November 30, 2018 from
WesternOne Inc. to WEQ Holdings Inc. WesternOne's common shares and
the 6.25% convertible unsecured debentures with a maturity date of
June 30, 2020 (the
"Debentures") will continue to trade on the Toronto
Stock Exchange (the "TSX") under their respective existing
trading symbols until they are delisted from the TSX, as discussed
below. WesternOne has made application to change the CUSIP/ISIN
numbers for each such security. The TSX is expected to announce
this change of name and numbers by bulletin during the week of
December 3, 2018.
Convertible Debentures
Under the terms of the trust indenture dated February 26, 2010 and the third supplemental
trust indenture dated March 28, 2013
(collectively, the "Indenture") respecting the Debentures, the sale
of the Business triggers a requirement for WesternOne to provide
notice of a change of control (the "Change of Control Notice") to
holders of Debentures through the debenture trustee, Computershare
Trust Company of Canada (the
"Debenture Trustee"). WesternOne intends to deliver the Change of
Control Notice on or about December 4,
2018 whereby holders of Debentures will have the option to
require WesternOne to repurchase their respective Debentures in
consideration of 101% of the principal amount of Debentures held
plus accrued and unpaid interest (the "Offer"). The Offer will be
open for 30 days until on or about January
4, 2019.
Also pursuant to the Indenture, WesternOne intends to deliver a
notice of redemption (the "Redemption Notice") on or about
December 6, 2018 to the Debenture
Trustee to redeem any Debentures which are not purchased under the
Offer for a price of 100% of the principal amount of Debentures
still held plus accrued and unpaid interest. Redemption of any
remaining Debentures will take place on or about January 7, 2019.
Delisting
The common shares and Debentures of WesternOne are expected to
cease trading and, pursuant to a voluntary application made to the
TSX, be delisted on December 12,
2018. It is a term of the plan of liquidation that following
the delisting from the TSX and implementation of the liquidation,
all transfers of common shares and Debentures thereafter will be
void unless made with the explicit sanction of the liquidator.
Concurrent with the commencement of the liquidation, WesternOne
intends to apply to cease to be a reporting issuer so as to be
relieved of further continuous disclosure obligations under
securities laws.
Plan of Liquidation
As a result of shareholders approving of a plan of liquidation
at the special meeting held on November 28,
2018 (the "Special Meeting"), WesternOne intends to
set an effective date on or about December
17, 2018 to commence the liquidation under which the Bowra
Group Inc. will be appointed as liquidator. Contemporaneously,
WesternOne also intends to make an application to the Supreme Court
of British Columbia (the
"Court") to seek a liquidation order, which includes an
order to be relieved of its obligations to provide further
financial statements and hold further shareholder meetings under
corporate legislation and to seek a claims procedure order.
After its appointment, the liquidator will be tasked with
winding up WesternOne's operations and returning to its
shareholders the net proceeds of the sale of the Business, after
repayment of all remaining liabilities including the outstanding
Debentures, taxes and transaction related expenses (collectively,
the "Obligations"). Following the Special Meeting, and as
part of the final negotiations between the parties in conjunction
with the closing of the sale of the Business, United Rentals will
have until the end of the post-closing adjustment period in
May 2019 to make a claim under the
Agreement before any initial distribution is made to WesternOne's
shareholders. Consequently, an interim distribution is now
expected to be made in the second quarter of 2019, with a possible
final distribution at the conclusion of the liquidation.
Forward-Looking Information
Certain statements in this news release may constitute
"forward-looking information" within the meaning of applicable
Canadian securities laws, which information involves known and
unknown risks, uncertainties and other factors that 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
intention to change the corporate name of WesternOne and that its
common shares and Debentures will continue to trade on the TSX
under their respective existing trading symbols until they are
delisted from the TSX; the expected change in the CUSIP/ISIN
numbers for each of the common shares and the Debentures and the
expected TSX announcement of the change of name and numbers by
bulletin during the week of December 3,
2018; the expected timing of the delivery of both the Change
of Control Notice and the Redemption Notice, deadline for the Offer
and redemption of any remaining Debentures; the commencement of the
liquidation, appointment of the liquidator and application to seek
a liquidation order; the role of the liquidator; the repayment of
all of WesternOne's Obligations; the estimated timing of the
payment of distributions to shareholders; and the process and
timing of the cease trading and delisting of WesternOne's common
shares and Debentures from the TSX. Actual events or results may
differ materially.
Although the forward-looking information contained in this news
release is based upon what WesternOne's management believes to be
reasonable assumptions, WesternOne cannot assure investors that
actual results will be consistent with such information. Certain
key expectations and assumptions made by WesternOne and reflected
in the forward-looking information in this news release include
without limitation: the Court will grant the liquidation order in
substantially the form WesternOne applies for; there will be no
material negative purchase price adjustments under the Agreement;
there will be no intervening events that will materially reduce the
amount funds available for distribution to shareholders following
completion of the Transaction with United Rentals, or that delay
the distribution of such funds; the impact of the current economic
climate in Western Canada and
the United States on WesternOne's
operations will remain consistent with WesternOne's current
expectations, and the supply and demand for WesternOne's products
and services and the related impact on the pricing on such products
and services will remain consistent with WesternOne's current
expectations.
Forward-looking information reflects current expectations of
management regarding future events and operating performance as of
the date of this news release. Such information involves
significant risks and uncertainties, should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether or not such results
will be achieved. A number of factors could cause actual results to
differ materially from the results discussed in the forward-looking
information, including, without limitation: the risk that the Court
will not grant a liquidation order in substantially the form
WesternOne applies for or at all; the risk that there are material
negative purchase price adjustments under the terms of the
Agreement; the risk that the net proceeds of the Transaction will
be less than previously disclosed and the expenses of WesternOne
will exceed the amount estimated by WesternOne; the risk that
distributions to shareholders will be delayed; and the risk that
distributions to shareholders will be less than anticipated. Should
any of the foregoing risks materialize, or should assumptions
underlying the forward-looking information prove incorrect, actual
results, performance, activities or achievements could vary
materially from those expressed or implied by any forward-looking
information contained in this news release. Readers are cautioned
that the foregoing list of risks is not exhaustive. Additional
information on these and other risk factors that could affect the
operations or financial results of WesternOne can be found under
"Risk Factors" in WesternOne's Annual Information Form dated
March 27, 2018, WesternOne's
Information Circular dated October 26,
2018 and Management's Discussion & Analysis dated
November 6, 2018, all of which are
available on SEDAR at www.sedar.com.
The forward-looking information contained herein is expressly
qualified in its entirety by this cautionary statement.
Forward-looking information reflects management's current beliefs
and is based on information currently available to WesternOne. The
forward-looking information is made as of the date of this news
release and WesternOne assumes no obligation to update or revise
such information to reflect new events or circumstances, except as
may be required by applicable law.
Additional Information
Additional information relating to WesternOne and other public
filings, is available on SEDAR at www.sedar.com or on WesternOne's
website at www.weq.ca.
Trading Symbols:
Toronto Stock Exchange: WEQ and WEQ.DB
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT
ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS
RELEASE.
SOURCE WesternOne Inc.