Park Lawn Corporation
TSX VENTURE : PLC

Park Lawn Corporation

March 08, 2016 13:08 ET

Park Lawn Corporation Announces Completion of Midwest Memorial Group Acquisition

Acquisition Adds 28 Cemeteries to Park Lawn's Portfolio and Expands Operations Into the U.S.

TORONTO, ONTARIO--(Marketwired - March 8, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Park Lawn Corporation (TSX VENTURE:PLC) ("Park Lawn" or the "Company") is pleased to announce that it has completed its previously announced acquisition (the "Acquisition") of all of the outstanding membership interests of Midwest Memorial Group, LLC ("MMG") for a purchase price of approximately US$16 million in cash, subject to customary working capital and other adjustments, plus an additional potential earn-out cash payment based on the future financial performance of MMG. With the closing of the Acquisition, the Company's portfolio will include 26 owned cemeteries (including nine with crematoria) and two managed cemeteries, all located in the United States.

The Acquisition was funded using the proceeds from the Company's bought deal offering of subscription receipts (the "Subscription Receipts"), which closed on December 22, 2015.

In accordance with the terms of the Subscription Receipts, each Subscription Receipt was exchanged for one common share of the Company (a "Common Share") on March 8, 2016, and the net proceeds from the sale of the Subscription Receipts were released from escrow for the purposes of completing the Acquisition. In addition, holders of Subscription Receipts became entitled to an amount per Subscription Receipt of C$0.114 (being equal to the per-share cash dividends declared by the Company on the Common Shares to holders of record on a date during the period that the Subscription Receipts were outstanding), net of any applicable withholding taxes. Two-thirds of such amount is expected to be paid within three business days of March 8, 2016, with the remaining one-third being paid on or about March 15, 2016 together with the dividend being paid by the Company on such date.

The Subscription Receipts are expected to be delisted from the TSX Venture Exchange (the "TSXV") after the close of markets on March 8, 2016 and the Common Shares issued in exchange for the Subscription Receipts will commence trading on the TSXV as of market opening on March 9, 2016.

The securities offered pursuant to the subscription receipt offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "1933 Act") and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to, or for the account or benefit of, U.S. persons.

About Park Lawn

Park Lawn Corporation provides goods and services associated with the disposition and memorialization of human remains. Products and services are sold on a pre-planned basis (pre-need) or at the time of a death (at-need). The Company and its subsidiaries own and operate 34 cemeteries in Ontario and Michigan and 17 funeral homes in Quebec, Ontario, Manitoba and Saskatchewan. The Company's Harmonia business currently operates under license in the province of Quebec.

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate", "pro-forma" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the payment of the dividend equivalent payment. The forward-looking statements in this news release are based on certain assumptions. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading "Risk Factors" in the Company's most recent annual information form and final short-form prospectus dated December 15, 2015, each of which is available at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Park Lawn Corporation
    Andrew Clark
    Chief Executive Officer
    416-231-1462