HOMEQ Corp.(HEQ.TO: Quote) announced that it has entered into an arrangement agreement under which Birch Hill Equity Partners will indirectly acquire all of the outstanding common shares of HOMEQ for cash at a price of $9.50 per Share representing total equity value, on a fully diluted basis, of approximately $138 million.
The $9.50 per Share consideration represents a 22% premium over the volume-weighted average price of the Shares over the last 20 trading days on the Toronto Stock Exchange.
HOMEQ said itsBoard has recommended that shareholders of HOMEQ vote in favour of the Arrangement.
If the Arrangement Agreement is terminated in certain circumstances, including if HOMEQ enters into an agreement with respect to a superior proposal or if the Board withdraws its recommendation with respect to the Arrangement, Birch Hill is entitled to a termination payment of $5 million. HOMEQ is entitled to a reverse break fee of $7.5 million if the Arrangement Agreement is terminated in certain circumstances, and to a reverse break fee of $5 million in other circumstances.
The company said that the dividend payable to shareholders of record on March 29, 2012, will be paid as scheduled on April 13, 2012. Thereafter, no further dividends will be declared.
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by RTT Staff Writer
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