KANATA, ONTARIO--(Marketwire -
May 13, 2010) - Pacific Safety Products Inc.
("PSP") (TSX VENTURE:PSP) today announced that it has received an offer from
Revision Eyewear Inc. ("Revision") to purchase all the issued and outstanding
shares of PSP at a price of Cdn $0.18 per share in an all-cash transaction.
Revision is a private company with
corporate headquarters in Montreal and operational headquarters in Essex
Junction, Vermont, USA which develops and delivers purpose-built eye protection
solutions for military and tactical clients worldwide.
The purchase price represents a
premium of 50% over the weighted average trading price of PSP's common shares
on the TSX-V for the 30 trading days prior to March 4, 2010, the date on which
the Company announced that it was in discussions with a possible purchaser and
a 13 % premium over the weighted average trading price of the Company's shares
for the nine month period prior to that announcement. The purchase price
represents an aggregate transaction value of approximately $4.6 million, and is
subject to downward adjustment in the event that PSP's transaction costs exceed
$225,000.
The transaction, which is structured
as a plan of arrangement, was unanimously approved by PSP's Board of Directors
on May 12, 2010, following receipt of the recommendation of a special committee
of the Board and a fairness opinion from Grant Thornton LLP concluding that the
consideration under the transaction is fair, from a financial point of view, to
shareholders of PSP. The directors and senior officers of PSP (who collectively
hold approximately 2 per cent of the outstanding common shares of PSP) have
agreed to vote their shares in favour of the transaction.
The transaction is subject to
court approval and to the approval of at least two-thirds of the votes cast by
PSP shareholders present in person or by proxy approval of shareholders of PSP
at a meeting called for June 17, 2010. The transaction, which is also subject
to all requisite approvals, third party consents and other conditions
precedent, is expected to close on or around June 23, 2010. Following
completion of the transaction, the common shares of PSP will be delisted from
the TSX-V and no longer traded publicly.
Pursuant to the arrangement
agreement, PSP has agreed not to solicit competing transactions, but is not prohibited
from responding to unsolicited enquiries or competing offers which the
directors of PSP reasonably believe are likely to result in a superior
proposal. In the event that PSP terminates the arrangement agreement to endorse
a superior proposal, PSP is required to pay a break fee to Revision of $350,000
and to reimburse Revision's transaction costs to a maximum of $150,000.
Details regarding these and other
terms of the transaction are set out in the arrangement agreement and in a
proxy circular that PSP will mail to holders of common shares in connection
with the special meeting of shareholders to be held to approve the transaction.
It is expected that these materials will be mailed out at the beginning of
June, 2010. The arrangement agreement and the proxy circular will be available
at www.sedar.com.
About PSP
The mission statement of Pacific
Safety Products Inc. is... we bring everyday heroes safely™.
PSP is an established industry leader in the production, distribution and sale
of high-performance and high-quality safety products for the defence and
security market. These products include body armour to protect against
ballistic, stab and fragmentation threats, ballistic blankets to reduce blast
effects, and protective products against chemical and biological hazards. PSP
is the largest armour manufacturer in Canada, directly supplying the Canadian
Department of Defence, Federal Government Agencies and major Canadian law
enforcement organizations. The Company also provides specialized law
enforcement and safety products through APS Distributors, a division of PSP
that services law enforcement and public safety agencies across the country.
The Company, through its U.S. subsidiary Sentry Armor Systems Inc., provides
body armour products to U.S. based law enforcement and private security firms.
The Company also produces tactical clothing and emergency medical kits. Pacific
Safety Products is a reporting issuer in British Columbia, Alberta and Ontario,
Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.
About
Revision
Revision Eyewear Inc. is a private
company specializing in the development and delivery of purpose-built eye
protection solutions for military and tactical clients worldwide. Revision's
clients include the U.S. Department of Defence, the Canadian Department of
National Defence, the Netherlands Defence Materiel Organization, the Swiss
Federal Department of Defence and the UK Ministry of Defence, among others.
Privately owned and ISO 9001:2008 certified, Revision's operational
headquarters is located in Essex Junction, Vermont, USA, with additional
offices in the UK, Germany and Canada. For more information, visit
www.revisioneyewear.com, write info@revisioneyewear.com, or call +1 514-849-1874.
Forward-Looking
Statements: This news release contains
forward-looking statements based on management's expectations, estimates and
projections. All statements that address expectations or projections about the
future, including statements about the proposed transaction, its likelihood of
completion on either the terms currently proposed or on revised terms, together
with any statements about the Company's growth strategy, product development,
market position, expected expenditures and financial results are
forward-looking statements. Some of the forward-looking statements may be
identified by words like "expects," "anticipates,"
"plans," "intends," "projects," "indicates,"
and similar expressions. These statements are not guarantees of future
performance and involve a number of risks, uncertainties and assumptions. Many
factors, including those discussed more fully elsewhere in this release and in
documents which may be filed with the British Columbia Securities Commission, the
Alberta Securities Commission, the Ontario Securities Commission, the TSX
Venture Exchange, as well as others, could cause results to differ materially
from those stated. These factors include, but are not limited to failure to
close the proposed transaction; as well as changes in laws, regulations,
policies and economic conditions, including inflation, interest and foreign
currency exchange rates, of countries in which the Company does business;
competitive pressures; successful integration of structural changes, including
restructuring plans, acquisitions, divestitures and alliances; cost of raw
material, research and development of new products, including regulatory
approval and market acceptance; and seasonality of sales in some products.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.