VANCOUVER, BRITISH COLUMBIA–(Marketwire – Dec. 14, 2012) –
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PRT Chairman, Robert Withers, commented: “We are pleased that shareholders have provided a strong endorsement of Mill Road Capital’s offer to acquire PRT, which we believe provides compelling value for investors and benefits for the Corporation. As a board, we believe our customers, employees and business partners will be well served by this new partnership going forward.”
Scott Scharfman, Managing Director of Mill Road Capital, added, “PRT is the leader in its field, with a consistent track record of providing top quality seedlings and excellent service to forest products companies, government and individuals in North America. Mill Road Capital is delighted to have the opportunity to participate in the growth of this great business, and to work with Rob Miller and the talented team at PRT in executing their strategic plan and building an even greater PRT as a private company. The closing of this acquisition is the culmination of a long-term process for Mill Road Capital, and I am pleased to be working again with William H. Ketcham of Serafin Investments.”
The acquisition took place pursuant to a statutory plan of arrangement under the Canada Business Corporations Act following the approval of over 88 percent of PRT shareholders voting in person or represented by proxy at a special meeting held on December 12, 2012. The arrangement was approved by the Supreme Court of British Columbia on December 13, 2012. In accordance with the arrangement, 8242275 Canada Inc., an entity controlled by Mill Road Capital, acquired all the issued and outstanding common shares of PRT for consideration of $4.45 per common share.
Registered holders of PRT common shares, who have not already submitted a completed letter of transmittal, together with their share certificates, to Valiant Trust Company, in its capacity as depositary under the arrangement, should do so at their earliest convenience. Payment to shareholders will be made following receipt of such documents. If your PRT common shares are registered in the name of a nominee, you should contact that nominee for instructions and assistance in delivering certificates to the depositary.
As a result of the acquisition, PRT’s common shares are expected to be delisted from the Toronto Stock Exchange within three business days.
About PRT Growing Services Ltd.
PRT Growing Services Ltd. is a seedling propagator and the largest producer of container grown forest seedlings in North America, currently operating 13 nursery locations expected to produce over 160 million seedlings in 2012.
About Mill Road Capital
Mill Road Capital is a private investment firm focused on investing in and partnering with outstanding publicly traded micro-cap companies in the U.S. and Canada. The firm has flexible, long-term capital with the ability to purchase shares in the open market, buy large block positions from existing shareholders, provide capital for growth or acquisition opportunities, or execute going-private transactions. The acquisition of PRT is the second Canadian going private transaction that Mill Road has executed in the last three years. Mill Road Capital’s limited partners include a prominent and highly respected group of public and corporate pension funds, foundations, endowments, asset managers, insurance companies, and family offices from North America and Europe. The firm currently has approximately $400 million of committed equity capital. More information can be found at millroadcapital.com.
This news release contains forward-looking statements. All forward-looking statements are based on management’s beliefs and assumptions based on information available at the time the assumption was made and on its experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Management of PRT believes the expectations reflected in such statements are reasonable but no assurance is given that such expectations will be correct as forward-looking information is subject to various risks and uncertainties that are known and unknown, including those material risks discussed in PRT’s MD&A and in its Annual Information Form. In particular, but without limitation, there are no assurances that the outcome expected as a result of the acquisition will occur.
Forward-looking statements are based on current expectations and PRT Growing Services Ltd. assumes no obligation to update such information to reflect later events or developments, except as required by law.
For additional information on these and other factors, see PRT’s public filings on sedar.com.
PRT Growing Services Ltd.
(866) 553-8733 ext. 229