Motion Industries (Canada), Inc. (“Motion Canada”) and Commercial Solutions Inc. (TSX:CSA) (“Commercial Solutions” or “Company”) announced today that Motion Canada has completed its previously announced acquisition of Commercial Solutions pursuant to a plan of arrangement (the “Arrangement”). The Arrangement resulted in Motion Canada acquiring all of the issued and outstanding common shares of Commercial Solutions for a cash consideration of CAD$1.07 per share.
The Arrangement was approved by the shareholders of Commercial Solutions at a special meeting held on January 28, 2014 and by the Court of Queen’s Bench of Alberta on January 29, 2014. Articles of Arrangement have been filed by Commercial Solutions with the Registrar of Corporations for the Province of Alberta (pursuant to section 193 of the Business Corporations Act (Alberta)) and the Arrangement became effective today. Commercial Solutions is now a wholly-owned subsidiary of Motion Canada.
The common shares of Commercial Solutions will be delisted from the Toronto Stock Exchange within four business days.
The acquisition of Commercial Solutions will be entirely satisfied with cash and sufficient funds have been deposited with Computershare Investor Services Inc. to enable it to make payments to Commercial Solutions security holders pursuant to the terms of the arrangement agreement. Letters of Transmittal have been mailed to registered shareholders of Commercial Solutions and are also available on SEDAR at http://www.sedar.com. The Letters of Transmittal explain how registered Commercial Solutions shareholders can deposit and obtain payment for their shares. Registered Commercial Solutions shareholders must return duly completed Letters of Transmittal to Computershare Investor Services Inc. in order to receive the consideration to which they are entitled for their shares. Non-registered shareholders should carefully follow the instructions from the broker or other financial intermediary that holds shares on their behalf.
About Commercial Solutions
Headquartered in Edmonton, Alberta, Commercial Solutions is one of Canada’s leading independent industrial distributors with 23 Services Centres and approximately 275 employees located across Canada. Commercial Solutions offers more than 160,000 items critical to maintenance repair and operations (MRO) and original equipment manufacturer (OEM) customers. The Company represents 450 leading manufacturers and serves over 11,000 customer accounts within a broad cross-section of industries, including oil and gas, forestry, food processing, chemical processing, mining and aggregate, utilities, agriculture and construction. For further information on the Commercial Solutions, please visit http://www.commercialsolutions.ca and for detailed financial information visit http://www.sedar.com.
About Motion Canada, Motion Industries and Genuine Parts Company
Motion Canada is an indirect wholly-owned subsidiary of Motion Industries and Genuine Parts Company (NYSE: GPC). Motion Industries is a leading industrial parts distributor of bearings, mechanical power transmission, electrical and industrial automation, hydraulic and industrial hoes, hydraulic and pneumatic components, industrial products, safety products and material handling. Motion Industries has over 550 operations including 14 distribution centers throughout North America and serves more than 150,000 customers from the food and beverage, pulp and paper, iron and steel, chemical, mining and aggregate, petrochemical, automotive, wood and lumber and pharmaceutical industries. Motion Industries, including its operations in the U.S., Canada and Mexico, had 2012 revenues of $4.5 billion. For further information, please visit http://www.motionindustries.com.
Genuine Parts Company is a distributor of automotive replacement parts in the U.S., Canada, Mexico and Australasia. The Company also distributes industrial replacement parts in the U.S., Canada and Mexico through its Motion Industries subsidiary. S. P. Richards Company, the Office Products Group, distributes business products nationwide in the U.S. and Canada. The Electrical/Electronic Group, EIS, Inc., distributes electrical and electronic components throughout the U.S., Canada and Mexico. Genuine Parts Company had 2012 revenues of $13.0 billion. For further information, please visit http://www.genpt.com.
Forward Looking Statements
This news release contains “forward-looking statements” within the meaning of Canadian securities law and other applicable securities legislation. All statements, other than statements of historical facts, that address activities, events, outcomes and other matters that the Company plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements.
Source: The Wall Street Journal