Lloyd I. Miller, III

May 26, 2017 10:17 ET

Lloyd I. Miller, III Enters Into Support Agreement with Itafos

WEST PALM BEACH, FLORIDA--(Marketwired - May 26, 2017) - Lloyd I. Miller, III announced today that Milfam II L.P. ("M2"), a partnership of which Mr. Miller is the managing member of the general partner, Alimco Financial Corp. ("Alimco"), a corporation of which Mr. Miller is a controlling shareholder, Lloyd I. Miller Trust A-4 ("Trust A4"), a Delaware trust in respect of which Mr. Miller is the manager of the investment advisor, and Lloyd I. Miller, III Irrevocable Trust D ("Trust D"), a trust in respect of which Mr. Miller is the manager of the investment advisor, entered into a support agreement (the "Support Agreement") with Itafos. The Support Agreement requires M2, Alimco, Trust A4 and Trust D to, among other things, vote, or caused to be voted, the common shares ("Common Shares") of Stonegate Agricom Ltd. ("Stonegate") owned or controlled by M2, Alimco, Trust A4 and Trust D, respectively, in favour of the proposed acquisition by Itafos of all of the outstanding Common Shares not currently owned by Itafos or its affiliates in exchange for shares of Itafos by court-approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement").

Mr. Miller currently has ownership, control or direction over 122,789,834 Common Shares and 100,000,000 Common Share purchase warrants ("Warrants") of Stonegate, representing 32.97% of the outstanding Common Shares on a partially diluted basis taking into account only the outstanding Common Shares, as reported by Stonegate, and the Warrants over which Mr. Miller exercises control or direction and no others, through M2, Alimco, Trust A4, and Trust D.

Immediately after and assuming the completion of the Arrangement, Mr. Miller will not have ownership, control or direction, directly or indirectly, over any Common Shares or Warrants of Stonegate.

In accordance with the terms of the Arrangement, each Share will be exchanged for 0.008 of an ordinary share of Itafos, and each Warrant will be exchanged for 0.008 of an ordinary share purchase warrant of Itafos in replacement of such Warrant with each whole Itafos warrant being exercisable for one ordinary share of Itafos at an exercise price of CAD$3.75 per ordinary share and otherwise upon and subject to the terms applicable to the Warrants. Assuming completion of the Arrangement, the consideration received for the Shares over which Mr. Miller exercises ownership, control or direction will be approximately 982,319 ordinary shares of Itafos, and the consideration received for the Warrants over which Mr. Miller exercises ownership, control or direction will be 800,000 ordinary share purchase warrants of Itafos in replacement of the Warrants owned or controlled by Mr. Miller.

Assuming completion of the Arrangement, the Common Shares and Warrants will be disposed of for investment purposes. If the Support Agreement is terminated, depending on the evolution of Stonegate's business, financial condition, the market, if any, for Stonegate's securities, general economic conditions and other factors, Miller and his joint actors may acquire additional securities of Stonegate, or sell some or all of the securities they hold, in the open market, by private agreement or otherwise, subject to their availability at attractive prices, market conditions and other relevant factors.

For inquiries or a copy of the related early warning report, a copy of which will be filed on www.sedar.com under MFC's profile, please contact:

Lloyd I. Miller, III
3300 South Dixie Highway
Suite 1-365
West Palm Beach, Florida
USA 33405
Telephone: (561) 287-5399
E-Mail: info@limadvisory.com
Eric Fangmann
3300 South Dixie Highway
Suite 1-365
West Palm Beach, Florida
USA 33405
Telephone: (561) 287-5399
E-Mail: info@limadvisory.com

Contact Information

  • Lloyd I. Miller, III
    3300 South Dixie Highway, Suite 1-365
    West Palm Beach, Florida, USA 33405
    (561) 287-5399
    info@limadvisory.com

    Eric Fangmann
    3300 South Dixie Highway, Suite 1-365
    West Palm Beach, Florida, USA 33405
    (561) 287-5399
    info@limadvisory.com