- Glass Lewis states the cash consideration of $4.00 per share "represents the best path to maximize value for Macro shareholders at this time".
- ISS cites the certain and immediate value of the cash consideration in recommending shareholders vote FOR the proposed Arrangement
- Macro shareholders and Macro optionholders are encouraged to vote well in advance of the proxy deadline of March 31, 2022 at 10:00 a.m. (Vancouver time).
- Macro shareholders and Macro optionholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at assistance@laurelhill.com
Fort St. John, British Columbia--(Newsfile Corp. - March 21, 2022) - MACRO ENTERPRISES INC. (TSXV: MCR) (the "Company" or "Macro") is pleased to announce that both Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis") have recommended that holders ("Macro Shareholders") of shares of Macro vote FOR the plan of arrangement (the "Arrangement") previously announced on February 14, 2022 involving the Company and 1325996 B.C. Ltd. ("AcquireCo"), pursuant to which AcquireCo will acquire all of the outstanding shares in the capital of the Company.
In connection with the Arrangement, holders ("Macro Common Shareholders") of common shares in the capital of Macro (the "Macro Common Shares"), other than the Participating Shareholders (as defined in the Circular (as defined below)) with respect to certain Macro Common Shares, will receive C$4.00 per share (the "Cash Consideration"), including those Macro Common Shares held by holders of Class A convertible preference shares in the capital of Macro (the "Macro Preferred Shares" and together with the Macro Common Shares, the "Macro Shares"), other than Miles, following conversion of the Macro Preferred Shares into Macro Common Shares in accordance with the Plan of Arrangement. The Cash Consideration represents a premium of approximately 46% to the 20-day volume weighted average price of the Macro Common Shares on the TSX Venture Exchange (the "TSXV") as at February 11, 2022 (the last day the Macro Common Shares traded prior to the announcement of the Arrangement).
ISS and Glass Lewis are two leading independent third-party proxy advisory firms who, among other services, provide proxy-voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.
In recommending that Macro Shareholders vote FOR the Arrangement, Glass Lewis cites certainty of value, the significant premium offered for the Macro Common Shares and liquidity as important factors, and stated:
"Overall, given the uncertainty surrounding energy infrastructure construction projects, including pipeline construction and the fact that no major pipeline projects have recently been announced or approved in Canada, as well as the overall public sentiment towards pipelines and gas industry, and considering that a thorough review of the Company's strategic alternatives have been conducted, we believe the board arrived at a reasonable conclusion [sic] (and that the Arrangement) represents the best path to maximize value for Macro shareholders at this time, in our opinion."
ISS urged Macro Shareholders to support the Arrangement, commenting: "The company's shares have not traded above the offer price within the last two years, and shareholders must weigh the risks associated with the prospect of continuing as a standalone entity, execution risk involved with reaching and exceeding the current $4.00 offer price, and the immediate risk of reverting closer to prices seen before the announcement of the transaction if the deal falls apart," while also noting the Special Committee's success in negotiating a higher offer consideration.
REASONS TO SUPPORT THE ARRANGEMENT
Significant Premium to Market Value: The Cash Consideration represents a premium of approximately 46% to the 20-day volume weighted average price of the Macro Common Shares on the TSXV as of February 11, 2022, being the last trading day prior to the announcement of the Arrangement.
Certainty of Value and Immediate Liquidity: The Cash Consideration to be received by Macro Common Shareholders (excluding the Participating Shareholders but including Frank Miles in respect of the Miles Common Shares (as defined in the Circular), and the Option Consideration (as defined in the Circular) to be received by holders ("Macro Optionholders", and together with Macro Shareholders, "Macro Securityholders") of stock options of Macro (excluding the Participating Incentiveholders (as defined in the Circular)), are payable entirely in cash and provide such Macro Common Shareholders and Macro Optionholders, as the case may be, with certainty of value and immediate liquidity and remove the investment risk associated with owning shares of a corporation that operates in a volatile and cyclical business and economic environment, as well as other risks that are beyond the control of the Company and its management.
Reasonable Likelihood of Completion: The Arrangement is not subject to a financing condition and is otherwise subject to a limited number of customary conditions. Further, based upon representations and warranties from AcquireCo, no regulatory issues are expected to arise in connection with the Arrangement so as to prevent or delay the consummation of the Arrangement. Should the Arrangement not be completed, in certain limited circumstances, the Participating Shareholders, in their capacity as the Guarantors (as defined in the Circular), have jointly and severally, irrevocably and unconditionally guaranteed the payment by AcquireCo to the Company of the Macro Enterprises Expense Reimbursement (as defined in the Circular).
Arrangement is Preferable to the Status Quo: In recent years, changes in the commercial landscape in which the Company operates, due in part to COVID-19, the fluctuation of oil and gas prices and the cancellation of a major pipeline project, have had an impact, directly and indirectly, on the Company's business. In addition, the pipeline industry has also faced uncertainty due to ongoing environmental, Indigenous and political matters in Canada, the United States and internationally.
For more information regarding the reasons to support the Arrangement, Macro Securityholders should refer to the Company's management information circular dated February 28, 2022 (the "Circular"), filed on System for Electronic Document Analysis and Retrieval (SEDAR) on March 4, 2022, and to the Company's website at http://www.macroindustries.ca/special-meeting.
VOTING AT MEETING OF MACRO SECURITYHOLDERS
The special meeting of Macro Securityholders at which Macro Securityholders will consider and, if deemed advisable, pass, with or without variation, a special resolution to approve the Arrangement, will be held on Monday, April 4, 2022 at 10:00 a.m. (Vancouver time) at the offices of Norton Rose Fulbright Canada LLP at 510 West Georgia Street, Suite 1800, Vancouver, British Columbia, V6B 0M3 (the "Meeting").
Macro has sent the Circular and other Meeting materials to Macro Securityholders. These documents contain comprehensive information with respect to how Macro Securityholders may vote in advance of the Meeting. The Circular is also available on the Company's profile at www.sedar.com and on its website at http://www.macroindustries.ca. The record date for determining Macro Securityholders eligible to vote at the Meeting is February 23, 2022.
The deadline for Macro Securityholders to return their completed proxies or voting instruction forms is Thursday, March 31, 2022 at 10:00 a.m. (Vancouver time).
SHAREHOLDER QUESTIONS AND VOTING ASSISTANCE
Macro Securityholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at assistance@laurelhill.com.
About Macro Enterprises Inc.
Macro's core business is providing pipeline and facilities construction and maintenance services to major companies in the oil and gas industry in northeastern British Columbia and northwestern Alberta. The Company's corporate office is in Fort St. John, British Columbia. The Macro Common Shares are listed on the TSXV under the symbol "MCR". Information on the Company's principal operations can be found at www.macroindustries.ca.
Forward-Looking Statement Cautions:
This news release contains certain forward-looking information and forward-looking statements (collectively, "forward-looking statements"), as such terms are defined under applicable securities law, regarding the Company's business and operations. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", or other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements (including execution risk, market risk, industry risk, market sentiment, the impact of general economic conditions and competition from other industry participants, as well as stock market volatility). In this news release, forward-looking statements relate to, among other things, information regarding: (a) the terms and conditions of the Arrangement; (b) satisfaction of the conditions precedent to the Arrangement, if at all; (c) timing and consummation of, the Arrangement, if at all (on the same terms and conditions or otherwise); (d) the reasons for supporting the Arrangement; (e) the anticipated benefits of the Arrangement, if any, to Macro Securityholders and other stakeholders of Macro (including economic, business, competitive and other benefits); and (f) information relating to the Meeting. Readers are referred to the Company's public disclosure record, including the Circular which is available on SEDAR (www.sedar.com). While such forward-looking statements are expressed by the Company, as stated in this release, in good faith and believed by the Company to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, risks relating to stock exchange, court and other approvals required in connection with the Arrangement, risks relating to the satisfaction or waiver of the conditions precedent to the Arrangement (if at all) and adverse changes in applicable laws or regulations, which in each case could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. The Company is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities or to comment on expectations of, or statements made by any other person in respect of the proposed transaction. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed timeframes or at all. In addition, this news release contains future-oriented financial information and financial outlook, as such terms are defined under applicable securities laws. The future-oriented financial information and financial outlook contained herein are made solely based on information available to the Company as of the date hereof and are subject to the same assumptions, risk factors and other qualifications as all other forward-looking statements, and are presented solely for the purpose of conveying the current anticipated expectations of the Company and may not be appropriate for any other purposes. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable laws and the policies of the TSXV, the Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative. There can be no assurance that Company will be able to achieve all or any of its proposed objectives.
For further information, please contact:
Frank Miles
President and C.E.O.
Phone: (250) 785-0033
Bob Fedderly
Special Committee
Phone: (250) 787-0398
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/117593
