Clairvest Group Inc.

Clairvest Group Inc.

April 03, 2006 17:23 ET

Clairvest Group Inc.: Gateway Casinos Income Fund Announces $106 Million Acquisition Of Cascades Casino

TORONTO, ONTARIO--(CCNMatthews - April 3, 2006) - Clairvest Group Inc. (TSX:CVG) -

Fund Plans Public Offering of Extendible Convertible Debentures

Distributions To Be Increased 4% To $1.43/Unit Annualized

Clairvest Group Inc. (TSX:CVG) today announced investee company Gateway Casinos Income Fund (the "Fund") (TSX: GCI.UN) has entered into a letter of intent with a subsidiary of Gateway Casinos Inc. ("GCI"), another Clairvest investee company, to acquire all of the operating assets of the Cascades Langley Casino and Hotel ("Cascades") in the Vancouver suburb of Langley, B.C. The transaction is valued at approximately $106.3 million.

On closing, the Fund plans to increase its monthly distribution to unitholders by $0.0045 per unit, for a monthly distribution of $0.1195 per unit per month or $1.4340 per unit on an annualized basis.

The Fund expects to satisfy the purchase price through:

- The issuance of 4,692,689 units of the Fund to GCI at $15.70 each for a total of $73.7 million.

- The public offering of $35 million principal amount 5.35% extendible convertible debentures by the Fund, expected to generate approximately $32.6 million in cash. Closing of the offering is expected to occur on or about April 25, 2006.

The number of units to be issued initially in connection with the acquisition was based on the parties' estimate of accretion in distributable cash and will be issued at a price of $15.70 per unit. This price is equal to the 10-day volume weighted average price of the units as of the close of market on March 28, 2006.

The agreement provides for an adjustment to the purchase price in early 2007, based on the actual distributable cash generated by Cascades in the twelve months ended December 31, 2006. If the actual distributable cash is less than the estimated distributable cash, then units issued to GCI in connection with the transaction will be surrendered to the Fund at a price of $15.70 per unit and distributions paid on the surrendered units will be repaid in full. If the actual distributable cash is greater than the estimated distributable cash, the Fund will issue additional units at a price equal to the 10-day volume weighted average price of the units on the date of issue. Any adjustment to the purchase price will be subject to a maximum of 10% of the initial transaction value, or $10.63 million.

Under terms of the agreement, 676,910 units issued to GCI in connection with the acquisition, plus all distributions paid on those units from the closing of the acquisition, will be placed in escrow pending the determination of the final purchase price.

Clairvest owns 28.4% of GCI and 5.7% of the Fund.

Upon the acquisition of the Cascades Casino, the Fund will have the right to receive approximately $27.4 million from the British Columbia Lottery Corporation (the "BCLC") under its Facility Development Fund ("FDF") program relating to costs incurred in connection with the construction and development of Cascades Casino. The Fund has agreed to assign the FDF receivable from the BCLC to GCI, and will make payments to GCI if and when these funds are received.

The proposed acquisition will be a related party transaction for purposes of OSC Rule 61-501. The indirect owners of GCI, who include certain members of senior management and the Board of Trustees of the Fund, collectively hold 20% of the issued and outstanding units of the Fund. Following the completion of the transaction, and prior to any purchase price adjustment, this group will hold approximately 32% of the issued and outstanding units of the Fund. GCI and the related parties have agreed not to offer, sell, contract to sell, or otherwise dispose of any of the units issued in connection with the transaction for a period of 90 days from the date of closing of the acquisition.

A committee of independent trustees (the "Special Committee") was formed to review the proposal from GCI and to negotiate the acquisition. The Special Committee obtained independent financial and legal advice to assist it with this mandate. Raymond James Ltd. was retained as financial adviser to the Special Committee and is providing the Special Committee with a formal valuation of the Cascades Casino. Raymond James Ltd. has also provided the Special Committee with its opinion that the acquisition is fair, from a financial point of view, to the unitholders of the Fund other than those unitholders interested in the transaction.

The more detailed considerations and recommendations of the Special Committee will be provided to unitholders in an information circular to be sent to unitholders in connection with an annual and special meeting of unitholders to be held on May 17, 2006. The acquisition is subject to approval by a majority vote of the disinterested unitholders of the Fund attending in person or by proxy at the special meeting. The Special Committee and the Board of Trustees of the Fund have unanimously approved the acquisition and are recommending that it be approved by the disinterested unitholders.

The acquisition is also subject to the execution of a definitive agreement, closing of the extendible convertible debenture offering and receipt of all necessary regulatory approvals and third-party consents.

Clairvest is a Canadian merchant bank that invests its own capital, and that of third parties through Clairvest Equity Partners Limited Partnership ("CEP"), in companies that have the potential to generate superior returns. In addition to providing financing, Clairvest contributes strategic expertise and execution ability to support the growth and development of its investee partners. Clairvest realizes value through investment returns and the eventual disposition of its investments.

This press release contains forward-looking statements with respect to Clairvest Group Inc., its subsidiaries and their investments. These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clairvest, it subsidiaries and their investments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Contact Information

  • Clairvest Group Inc.
    Lana Reiken
    Chief Financial Officer and Corporate Secretary
    (416) 925-9270
    (416) 925-5753 (FAX)