Teknion Corporation

Teknion Corporation

December 24, 2007 07:00 ET

Teknion Corporation Agrees to be Acquired by its Controlling Shareholder

TORONTO, ONTARIO--(Marketwire - Dec. 24, 2007) - Teknion Corporation (TSX:TKN) ("Teknion") today announced that it has entered into an agreement with 2158436 Ontario Limited ("2158436"), an affiliate of Teknion's controlling shareholder, A-Tean Holdings Limited ("A-Tean"), pursuant to which 2158436 has agreed to acquire all of the subordinate voting shares (the "Shares") of Teknion not owned by A-Tean and its affiliates for a price of $3.15 cash per Share (the "Transaction"). The cash purchase price represents a 120% premium over the 30 day volume weighted average trading price of the Shares at December 21, 2007, the last trading day prior to the announcement.

A-Tean and its affiliates own approximately 62% of the issued and outstanding shares of Teknion. In addition, Teknion has been advised that 2158436 has entered into agreements with certain institutions holding approximately 38% of the outstanding Shares, pursuant to which those shareholders have committed to support the Transaction.

A special committee of independent directors of Teknion, consisting of Allen Karp, David Sanchez and George Taylor (the "Special Committee"), each of whom is independent of A-Tean and its affiliates and of management of Teknion, has reviewed the Transaction with its independent legal and financial advisors. In this regard, the Special Committee has received a valuation report and an opinion from TD Securities Inc. that the consideration under the offer is fair, from a financial point of view, to the holders of the Shares other than A-Tean and its affiliated entities. The Board of Directors of Teknion (other than directors affiliated with A-Tean), upon the recommendation of the Special Committee, has unanimously approved the Transaction and recommends that shareholders vote in favour of the Transaction.

Teknion's Board of Directors has agreed that it will not solicit alternative or competing offers, provided that it may consider any superior proposals in accordance with its fiduciary duties.

It is intended that the form of the Transaction will be through either an amalgamation of Teknion with 2158436 or by way of a plan of arrangement under which each subordinate voting shareholder of Teknion, other than 2158436 and its affiliated entities, will receive $3.15 in cash for each Share held. Shareholders will be asked to approve the Transaction at a special meeting of shareholders (the "Meeting") expected to be held in the first quarter of 2008.

The Transaction is subject to the completion of definitive documentation as well as other customary conditions including, but not limited to, the approval of not less than two-thirds of the shareholders of Teknion voting at the Meeting and a majority of the minority shareholders of Teknion voting at the Meeting, the receipt of all required regulatory approvals and there being no material adverse change with respect to Teknion.

It is expected that a management information circular relating to the Meeting, containing the terms of the Transaction, will be mailed to Teknion's shareholders by no later than January 31, 2008 and, assuming the satisfaction of all conditions, the Transaction is expected to close no later than April 15, 2008. However, there can be no assurances that the Transaction, or any other transaction with Teknion's controlling shareholder, will be completed.

Forward-Looking Statements

Certain of the above statements are forward-looking statements with respect to the Company's future prospects. These statements involve risks and uncertainties that could cause the Company's financial results to differ materially from stated expectations as a consequence of a number of factors, including but not limited to: fluctuations in the Company's operating results due to product demand arising from competitive and general economic and business conditions in the Company's North American and international markets and operations; significant fluctuations in exchange rates for currencies in which the Company does business; changes in the cost of raw materials; the ability to maintain the proprietary nature of the Company's intellectual property in the design and manufacturing of its products; changes in the size and timing of customers' order patterns; changes in the Company's markets, including technology change, changes in customer requirements, frequent new product introductions by competitors and emerging standards; the Company's dependence on key personnel; the Company's dependence on key commitments from significant dealers and distributors; potential liabilities arising from product defects; environmental matters and other factors set forth in the Company's reports and filings with Canadian securities regulators. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Teknion Corporation (TSX:TKN) is a leading international designer, manufacturer and marketer of office systems and related office furniture products. Teknion's headquarters are located in Toronto, Ontario. The company has offices and facilities in Canada, the United States, the United Kingdom and the Pacific Rim, and serves clients through a network of authorized dealers worldwide. Visit Teknion at www.teknion.com.

Contact Information

  • Teknion Corporation
    Steven E. Cohen
    Senior Vice President, Corporate Development
    (416) 661-1577, ext. 2456
    Teknion Corporation
    Scott E. Bond
    Senior Vice President, Chief Financial Officer & Secretary
    (416) 661-1577, ext. 2391
    Website: www.teknion.com