The Fox Hat Equities Ltd.

July 04, 2011 16:23 ET

The Fox Hat Equities Ltd. Acquires Shares of Park Lawn Corporation

TORONTO, ONTARIO--(Marketwire - July 4, 2011) - The Fox Hat Equities Ltd. (the "Investor") announced today that it has, in concert with several joint actors, acquired 525,857 Common Shares in Park Lawn Corporation ("Park Lawn"), at a price of $7.50 CAD per share (the "Purchase Price"). The purchase was made pursuant to a private Share Purchase Agreement between the Investor as purchaser, and Frank Mills, Patricia Mills, Larry Boland through his corporation Micasasuerte Inc. and Tom Falus through Team Capital Corporation as vendors. As a result of the acquisition, the Investor and the joint actors now hold approximately 15% of the outstanding common shares of Park Lawn.

On closing of the Share Purchase Agreement, the vendors and the Mills Settlement trust, (collectively the "Mills/Boland Group") entered into a Shareholders Agreement with the Investor and its joint actors (collectively "The Fox Hat Group"). Members of The Fox Hat Group will also be subject to a voting trust agreement whereby the Investor will be granted the power to vote the shares of the Corporation owned by the members of The Fox Hat Group.

The Shareholders' Agreement provides for The Fox Hat Group to nominate two persons for election to the Board of Park Lawn. For a period of five years, the parties to the Shareholders' Agreement have agreed not to sell or purchase any common shares of the Corporation. It is the intention of the parties that The Fox Hat Group will acquire all the shares of the Mills/Boland Group. Under the terms of the Shareholders Agreement, after June, 2013, The Fox Hat Group will have an option to purchase all of the remaining shares of the Mills/Boland Group at a price of 115% of the market value at the time of the purchase but not to be less than $9.00 per share. In the event that The Fox Hat Group has not exercised its option to purchase the shares of the Mills/Boland Group by June 2015, the Mills/Boland Group has the right to exercise a put option which obligates the Fox Hat Group to purchase all of its remaining shares at a price of 115% of the market value but not to be more than $9.00 per share.

The Investor's registered office is 181 University Ave., Ste 2100, Toronto, Ontario, M5H 3M7.

Contact Information

  • Dale & Lessmann LLP
    Mr. David Clark
    The solicitor for the Investor
    416-369-7808