Spinnaker Development Corporation

April 28, 2017 07:00 ET

Spinnaker Development Corporation Announces Going Private Transaction

TORONTO, ONTARIO--(Marketwired - April 28, 2017) - Spinnaker Development Corporation (the "Company") announced today that its board of directors has unanimously approved (with its President, Kenneth E. Taylor ("Mr. Taylor") abstaining) a going private transaction to be completed by consolidating the Company's outstanding common shares on the basis of one common share for each 647,000 existing issued common shares, with the result that following the consolidation, only Anodyne Corporation, a company owned and controlled by Mr. Taylor and his family and Spinnaker Resorts Inc., a company owned and controlled by Mr. Taylor and his family (the "Taylor Group") will hold any shares of the Company (the "Consolidation"). The Consolidation is subject to the required shareholder approvals at the Company's upcoming special meeting of shareholders scheduled to be held on May 19, 2017 (the "Meeting").

As fractional shares will not be issued in the Consolidation, each holder of common shares of the Company, other than Taylor Group, are to receive $2.37 (the "Consolidation Price") in cash for each common share held immediately prior to the Consolidation becoming effective (with no amount payable to any shareholder who would be entitled to receive, net of withholding taxes, less than $10).

There are currently 4,515,273 common shares of the Company issued and outstanding. After completion of the Consolidation, Taylor Group will be the only shareholders of the Company. Taylor Group collectively owns a total of 2,046,431 common shares of the Company, representing a total of 45.32% of the issued and outstanding common shares of the Company.

The Consolidation is subject to approval by 2/3rds of the common shares voted at the Meeting and by the approval of a majority of the votes cast by minority shareholders at the Meeting. Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") requires that the Consolidation be approved by a majority of votes properly cast at the Meeting by holders of common shares voting in person or by proxy, other than votes attaching to common shares beneficially owned or over which control or direction is exercised by an "interested party" (as defined in MI 61-101) or a "related party" of an interested party, which includes Taylor Group. The shares beneficially owned or over which control or direction is exercised by an interested party or a related party consist of 1,399,039 common shares of which are owned by Anodyne Corporation, 647,392 common shares of which are owned by Spinnaker Resorts Inc., and 473,105 common shares which are owned by Mr. Taylor individually. Accordingly, a total of 2,519,536 common shares will be included in the 2/3rds corporate approval but not in the approval by the majority of the minority pursuant to MI 61-101.

The board of directors of the Company established an independent committee composed of Kent D. Taylor and Crawford R. Spencer to review the proposed Consolidation. In doing so, the Independent Committee relied on a management prepared presentation (the "Management Presentation") regarding the proposed Consolidation. The Management Presentation provided the Independent Committee with insight into the value of the Company's 9.58% interest in Spinnaker Resorts Inc. Determining the worth of the Company's holdings in Spinnaker Resorts Inc. was crucial as it makes up the Company's primary asset which assisted the Independent Committee to determine the value of the Company's minority interest in Spinnaker Resorts Inc. and to assess the merits of the Going Private Transaction.

The independent committee has unanimously recommended to the Company's board of directors that it recommend to holders of the common shares to vote in favour of the Consolidation.

If approved at the Meeting, the Company expects the Consolidation to be effective on or about May 22, 2017. Subject to the approval of the Consolidation at the Meeting, the Company intends to file articles of amendment to effect the Consolidation.

About Spinnaker Development Corporation:

The Company was amalgamated pursuant to the Business Corporations Act (Ontario) on October 17, 1990. It has been a reporting issuer since 1984.

The Company holds a 9.58% interest in Spinnaker Resorts Inc. ("Spinnaker Resorts"). Spinnaker Resorts markets, sells and provides financing for buyers of time share intervals associated with resorts it developed in: Hilton Head Island, South Carolina; Branson, Missouri; and Ormond Beach, Florida.

The corporate headquarters of the Company are located in Toronto, Ontario.

The Company is subject to cease trade orders in the Province of Saskatchewan made on April 16, 2002, in the Province of Ontario made on July 22, 1993, in the Province of Alberta made on July 14, 1993 and in the Province of Quebec made on July 3, 1991. The cease trade orders remain in effect.

Cautionary Statement Regarding ForwardLooking Statements:

Certain of the statements and information in this press release constitute "forward‐looking information" within the meaning of applicable Canadian provincial securities laws. Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategies", "targets", "goals", "forecasts", "objectives", "budgets", "schedules", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward looking statements or information.

Forward‐looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward‐looking statements or information such as: proposed transactions including the proposed share consolidation, risks inherent to the hospitality industry, macroeconomic factors beyond the Company's control, time-share sales, risks related to doing business with third-party hotel owners, significant investments in owned and leased real estate, indebtedness, changes in general economic conditions and conditions in the financial markets; credit and liquidity risks, interest rate risks and foreign currency risks which could impact the Company's investment, the Company's history of negative cash flows and operating losses may continue, risks related to the Company's investment strategy, the Company's heavy reliance on its investment in Spinnaker Resorts, the Company's dependence on key management personnel, as well as other matters discussed in this press release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. These statements are based on current expectations of the Company and currently available information.

Forward‐looking statements or information are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward looking statements or information due to a variety of risks, uncertainties and other factors.

The Company's forward‐looking statements and information are based on assumptions, beliefs, expectations and opinions as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward looking statements and information if circumstances or assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information occur. For the reasons set forth above, investors should not place undue reliance on forward looking statements and information.

Information Contact:

For additional information on this press release please contact Jeffrey Stubbs by email at jeffs@spinnakerresorts.com or by telephone at 416-722-5599.

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