The TCW Group, Inc.

February 04, 2011 15:04 ET

Further Information Regarding January 2010 Acquisitions of Securities of SMART Technologies Inc.

CALGARY, ALBERTA--(Marketwire - Feb. 4, 2011) - TCW Group, Inc. ("TCW") announces that it has filed an Alternative Monthly Report reporting its shareholdings in SMART Technologies Inc. ("SMART") which have not been reported in Canada pursuant to the requirements of National Instrument 62-103 and Multilateral Instrument 62-104 as follows:

  • On or before October 10, 2010, TCW should have filed an alternative monthly report disclosing that it had control or direction over (but not ownership of) 5,146,520 Class A Subordinated Voting Shares ("Class A Shares") of SMART representing 11.6% of the outstanding Class A Shares (4.2% of the total equity of SMART and 0.6% of the total votes attached to all shares of SMART)
  • On or before November 10, 2010, TCW should have filed an alternative monthly report disclosing that it had control or direction over (but not ownership of) 7,019,763 Class A Shares representing 15.8% of the outstanding Class A Shares (5.7% of the total equity of SMART and 0.8% of the total votes attached to all shares of SMART)
  • On or before December 10, 2010, TCW should have filed an alternative monthly report disclosing that it had control or direction over (but not ownership of) 8,733,724 Class A Shares representing 19.7% of the outstanding Class A Shares (7.1% of the total equity of SMART and 1.0% of the total votes attached to all shares of SMART)

Each of the above-noted shareholdings were reported by TCW in its filings with the United States Securities and Exchange Commission. TCW has never sought to withhold from the public information regarding its shareholding level in SMART.

TCW has also advised that during the period from December 17, 2010 to January 7, 2011, it controlled or directed in excess of 20% of the outstanding Class A Shares. The Class A Shares were purchased by TCW on behalf of its accounts through the facilities of NASDAQ. While TCW believes it to be unlikely, if any of those Class A Shares were purchased from persons resident in Canada, such purchases may constitute a take-over bid under applicable Canadian securities laws without complying with the take-over bid requirements under those securities laws and without being exempt therefrom. TCW has already reduced its holdings of Class A Shares to below 20%.

TCW has brought both of the foregoing matters to the attention of the Alberta Securities Commission, the lead regulator for SMART in Canada.

The Class A Shares noted above were acquired by TCW in the ordinary course of business, for investment purposes only and not with the purpose of exercising control or direction over SMART and were not acquired jointly or in concert with any person in a transaction having such a purpose. TCW may from time to time, on behalf of funds or accounts it manages, acquire additional Class A shares, dispose of some or all of the Class A Shares they hold or continue to hold Class A Shares.

The Alternative Monthly report noted above has been filed on SEDAR and with the Alberta Securities Commission.

Contact Information

  • The TCW Group, Inc.
    Peter Viles
    Sr. Vice President, Corporate Communications
    (213) 244-0509
    Peter.Viles@tcw.com