Home Brand News AGT Food and Ingredients Inc. Announces Shareholder Approval of Plan of Arrangement

AGT Food and Ingredients Inc. Announces Shareholder Approval of Plan of Arrangement


REGINA, FEBRUARY 5, 2019 – AGT Food and Ingredients Inc. (“AGT” or the “Company”) (TSX:AGT) is pleased to announce that at a special meeting of its shareholders held today, its shareholders approved the previously announced plan of arrangement (the “Transaction”) with a group of investors led by AGT’s President and Chief Executive Officer, Murad Al-Katib, and including Fairfax Financial Holdings Limited and Point North Capital Inc. (the “Buyer Group”).
The Transaction provides for the indirect acquisition by the Buyer Group of all of the issued and outstanding common shares of AGT (the “AGT Shares”) not already held by the Buyer Group for $18.00 per share in cash by way of a statutory plan of arrangement under the Business Corporations
Act (Ontario).
The detailed voting results regarding approval of the special resolution in connection with the Transaction are as follows:
 A total of 18,128,363 AGT Shares were cast, representing 74.8% of the total issued and outstanding AGT Shares. Of those votes cast, 13,142,360 AGT Shares, representing 72.50%, were voted in favour of the Transaction.
 Of the votes cast by minority shareholders (being AGT shareholders other than the members of the Buyer Group and certain other persons), 5,566,236 AGT Shares, representing 52.75%, were voted in favour of the Transaction.
AGT intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the proposed Transaction at a hearing expected to be held on February 11, 2019. Subject to obtaining all required approvals and satisfying all required conditions, including regulatory approvals, the Transaction is expected to close in the first quarter or early second quarter of 2019. Following closing of the Transaction, AGT Shares will be de-listed from the Toronto Stock Exchange.
AGT also announces the final results its previously announced pending cash tender offer (the “Tender Offer”) to purchase all of AGT’s outstanding 5.875% Senior Notes due December 21, 2021 (the “Notes”) and related pending solicitation of consents (the “Consent Solicitation”) from the holders of the Notes (“Holders”) to certain proposed amendments (the “Proposed Amendments”) to the trust  indenture governing the Notes dated as of December 21, 2016 between AGT and TSX Trust Company, as trustee.
As of the expiry of the Tender Offer and Consent Solicitation, which was February 4, 2019 at 5:00 p.m. (Eastern Time), the aggregate principal amount of Notes validly tendered and in respect of which, Consents (as defined below) were validly delivered is $169,395,124, which represents approximately 84.70% of the aggregate principal amount of Notes and which exceeds the Consents of the holders of not less than a majority of the aggregate principal amount of the outstanding Notes required to adopt the Proposed Amendments (the “Requisite Consents”). As a result of AGT receiving the Requisite Consents, AGT will, if the remaining conditions to the consummation of the Tender Offer and the Consent Solicitation are satisfied or waived, execute the supplemental indenture effecting the Proposed Amendments. Any Holder who tendered Notes pursuant to the Tender Offer must have also delivered a consent to the Proposed Amendments (a “Consent”) pursuant to the Consent Solicitation in order for such tender to be valid.


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