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Park Lawn has mailed its notice of meeting and associated materials to shareholders for a special meeting on July 29, 2024. The meeting, to be held virtually, will consider a plan of arrangement where Viridian Acquisition will acquire all outstanding shares of Park Lawn at $26.50 per share. Shareholders need to approve the resolution by a two-thirds majority. The Ontario Superior Court has granted an interim order for the meeting. Completion of the arrangement depends on shareholder approval, a final court order, and regulatory approval. The board recommends shareholders vote in favor of the arrangement.
Positive
- Viridian Acquisition to acquire all outstanding shares at $26.50 per share, potentially increasing shareholder value.
- Interim order granted by Ontario Superior Court facilitating the special meeting.
Negative
- Completion of the arrangement is contingent on multiple approvals, introducing uncertainty.
TORONTO, ON / ACCESSWIRE / July 8, 2024 / Park Lawn Corporation (TSX:PLC)(TSX:PLC.U) (“Park Lawn” or “PLC“) is pleased to announce the mailing of its notice of meeting, management information circular (the “Circular“), form of proxy and letter of transmittal (collectively, the “Meeting Materials“) to the shareholders of Park Lawn (the “Shareholders“) in connection with the special meeting of Shareholders scheduled to be held on July 29, 2024 (the “Special Meeting“).
The Meeting Materials were mailed to Shareholders of record as of June 18, 2024 in connection with the Special Meeting to consider and, if deemed advisable, pass a special resolution (the “Arrangement Resolution“), approving the proposed plan of arrangement (the “Arrangement“) involving Viridian Acquisition Inc. (the “Purchaser“), a wholly-owned subsidiary of Viridian Holdings LP, a limited partnership collectively owned by Homesteaders Life Company and certain funds, the general partner of which is Birch Hill Equity Partners Management Inc., pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of Park Lawn (the “Shares” and each, a “Share“) for a price of $26.50 per Share (the “Consideration“). The Meeting Materials are also available on SEDAR+ (www.sedarplus.ca) under Park Lawn’s issuer profile.
The Special Meeting will be held virtually and commence at 10:00 a.m. (Toronto time) on July 29, 2024. Shareholders can access the Special Meeting using the following link: https://web.lumiagm.com/274780634 (Password: PLC2024 (case sensitive)).
In order to be effective, the Arrangement Resolution requires the approval of at least two-thirds (66 ⅔%) of the votes cast by Shareholders, present in person (virtually) or represented by proxy at the Special Meeting. Following the Special Meeting, Park Lawn will announce the voting results of the Special Meeting.
For more details on the Arrangement, the Special Meeting and the Consideration, please see the Circular which is available on SEDAR+ (www.sedarplus.ca) under Park Lawn’s issuer profile.
Receipt of Interim Order
Park Lawn is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) granted an interim order dated June 26, 2024, providing for the calling and holding of the Special Meeting and other procedural matters relating to the Arrangement.
Completion of the Arrangement remains subject to, among other things, (i) approval of the Arrangement Resolution at the Special Meeting, (ii) receipt of the final order of the Ontario Superior Court of Justice (Commercial List) for the Arrangement, and (iii) receipt of regulatory approval.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
The board of directors of Park Lawn, on the basis of a unanimous recommendation of the special committee of independent directors of Park Lawn, and after receiving advice from its financial and legal advisors, approved the Arrangement and recommend that Shareholders vote FOR the Arrangement Resolution.
Shareholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Toronto time) on July 25, 2024.
If you have any questions or need assistance in your consideration of the Arrangement, with the completion and delivery of your form of proxy or voting instruction form, or with the delivery of your Shares and letter of transmittal to Odyssey Trust Company, as depositary in respect of the Arrangement, please contact Park Lawn’s proxy solicitation agent, Carson Proxy Advisors Ltd.: (i) by telephone at 1-800-530-5189 (North American toll free); (ii) by local telephone and text at 416-751-2066; or (iii) by email at info@carsonproxy.com.
About Park Lawn Corporation:
PLC is the largest publicly traded Canadian-owned funeral, cremation and cemetery provider. PLC and its subsidiaries own and operate businesses including cemeteries, crematoria, funeral homes, chapels and event centers throughout Canada and the United States which provide a full range of services and merchandise to fulfill the desires of individuals and families seeking to honor their loved ones. Products and services can be customized to meet the personal needs of the consumer and are sold on a pre-planned basis (pre-need) or at the time of a death (at-need). PLC operates in two Canadian provinces and seventeen U.S. states. For more information about Park Lawn Corporation, please visit our website at www.parklawncorp.com.
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain “forward-looking information” within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might”, “have potential” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements.” Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the Arrangement, shareholder, regulatory and court approval of the Arrangement, the timing and ability of Park Lawn to complete the Arrangement (if at all) and the timing and ability of Park Lawn to satisfy the conditions precedent to completing the Arrangement (if at all) as set forth in the arrangement agreement.
Although Park Lawn believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Park Lawn, and its management and board of directors, as of the date hereof. Park Lawn cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Park Lawn will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Park Lawn, the current Shareholders, or its future results and performance of Park Lawn. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the Circular available on SEDAR+ (www.sedarplus.ca) under Park Lawn’s issuer profile.
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of Park Lawn at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Park Lawn disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Park Lawn.
Contact Information:
Daniel Millett
Chief Financial Officer
(416) 231-1462, ext. 221
SOURCE: Park Lawn Corp
View the original press release on accesswire.com
FAQ
What is the date of Park Lawn’s special meeting about the going private transaction?
The special meeting is scheduled for July 29, 2024.
What is the proposed share price for Park Lawn’s going private transaction?
The proposed share price is $26.50 per share.
What approvals are required for Park Lawn’s going private transaction?
The transaction requires shareholder approval, a final order from the Ontario Superior Court, and regulatory approval.
How can shareholders vote for the Park Lawn special meeting?
Shareholders can vote by proxy before the cut-off time of 10:00 a.m. on July 25, 2024, or virtually during the meeting.
Who is acquiring Park Lawn in the going private transaction?
Viridian Acquisition, a subsidiary of Viridian Holdings LP, is acquiring all outstanding shares.
