West Street Mails Offering Documents
TORONTO, ONTARIO -- (Marketwired) -- 04/30/13 -- West Street Capital
Corporation (TSX VENTURE:WSC)(TSX VENTURE:WSC.PR.A) ("West Street" or
the "company") announced today that its major shareholder, Brookfield
Asset Management Inc. ("Brookfield"), has commenced its offer to
acquire all of the issued and outstanding common shares of the
company (the "Common Shares") that Brookfield does not currently own
at a price of $0.21 for each Common Share (the "Offer"), and has
mailed the Offer and take-over bid circular to the Company's
shareholders (the "Shareholders"). The directors' circular of the
Company's board of directors (the "Board") has been mailed
concurrently with the Offer and take-over bid circular.
The company's board of directors established a special committee of
independent directors (the "Special Committee") to review the offer.
KPMG Corporate Finance Inc. ("KPMG") acted as independent valuator
and financial advisor to the Special Committee. KPMG delivered a
fairness opinion to the Board of Directors and the Special Committee
to the effect that, as of the date thereof and subject to the
assumptions, limitations and qualifications contained therein, the
consideration offered for the Common Shares pursuant to the Offer is
fair, from a financial point of view, to holders of the Common
Following its review of the terms and conditions of the Offer and the
valuation and fairness opinion of KPMG, as well as its consideration
of a number of factors, the Special Committee unanimously recommended
the Offer to the Board of Directors. After receiving the
recommendation of the Special Committee, the Board of Directors (with
Messrs. Driman, Lawson, Lochan and Shah declaring their interest and
abstaining) has unanimously determined that the Offer is in the best
interests of the company and its shareholders and unanimously
recommends that holders of the Common Shares accept the Offer and
deposit their Common Shares under the Offer.
The Offer will be open for acceptance until 5:00 p.m. (Eastern) on
June 4, 2013 (the "Expiry Time") unless extended or withdrawn.
Brookfield has advised the company that it intends to proceed with a
second-stage transaction to acquire any Common Shares not tendered
under the Offer. Full details of the Offer are contained in the
take-over bid circular of Brookfield and the company's directors'
circular, copies of which are available under the company's profile
CIBC Mellon Trust Company is the depositary for the Offer.
Shareholders can obtain copies of the take-over bid circular and
related materials at no charge from the depositary at 1-800-387-0825
or by email at firstname.lastname@example.org. Shareholders whose Shares
are registered in the name of an investment dealer, stockbroker,
bank, trust company or other nominee should contact such nominee if
they wish to accept the Offer.
West Street Capital Corporation
Mabel W.H. Wong
Vice President, Finance
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