Third Canadian General Investment Trust Limited
TSX : THD

Third Canadian General Investment Trust Limited

July 29, 2011 16:48 ET

Third Canadian General Investment Trust Limited Executes Definitive Acquisition Agreement Providing for Privatization of the Company; Special Meeting of Shareholders called for Sept 30, 2011

TORONTO, CANADA--(Marketwire - July 29, 2011) - Third Canadian General Investment Trust Limited (TSX:THD)("Third Canadian" or the "Company") and Third Canadian Holdings #1 Limited ("Holdings #1") announced today that they have entered into a definitive acquisition agreement ("the Acquisition Agreement") providing for the acquisition by Holdings #1 of all of Third Canadian's issued and outstanding common shares (the "Shares") not already owned by Holdings #1 and its affiliates and associates by way of a plan of arrangement under the Canada Business Corporations Act (the "Arrangement").

Holdings #1 is controlled indirectly by Vanessa Morgan and Jonathan Morgan, who, together with their affiliates and associates, beneficially own or exercise control or direction over approximately 78% of the outstanding Shares. Vanessa Morgan and Jonathan Morgan are also directors and/or officers of the Company and Morgan Meighen and Associates Limited, the Manager of the Company (the "Manager").

Under the terms of the Acquisition Agreement, each Third Canadian minority shareholder will receive cash consideration per Share equal to the "Adjusted NAV" calculated and announced by press release on the day that is four business days prior to the meeting of shareholders of the Company which will be called to consider the Arrangement. "Adjusted NAV" pursuant to the Acquisition Agreement means in effect the net asset value of the common shares of the Company, reflecting the value of the Company's holdings in its principal assets (Canadian General Investments, Limited and Canadian World Fund Limited) at each of their respective underlying net asset values, less 5% of such aggregate amount. The net asset value will be calculated in accordance with the valuation principles set out in the Company's Annual Information Form and consistent with past practice, with the exception of the above treatment for the principal assets. Generally, publicly traded securities held by the Company, which includes the principal assets, are valued based on their closing market prices. Historically, the market prices for the principal assets are usually significantly less than their net asset values. As an example, if calculated as at July 28, 2011, Adjusted NAV (i.e., the consideration to be received by a shareholder) would be $47.13 per Share, which represents a premium of approximately 52.0% per Share based on the $31.01 closing price of the Shares on the Toronto Stock Exchange on July 25, 2011, the last day the Shares traded. The net asset value per Share of the Company at July 28, 2011 as calculated by the Manager was $42.13.

A special committee comprised of independent directors of the Company (the "Special Committee") has received a fairness opinion from KPMG Corporate Finance Inc. ("KPMG CF") which provides that, subject to the assumptions and limitations contained therein, the consideration to be received by the Company's shareholders per Share pursuant to the Arrangement is fair, from a financial point of view, to the holders of Shares (other than Holdings #1 and its affiliates and associates).

Acting on the unanimous recommendation of the Special Committee, and after consideration of the advice from KPMG CF, among other things, the Company's board of directors (the "Board") has determined that the Arrangement (including the consideration payable per Share) is fair to the shareholders of the Company (other than Holdings #1 and its affiliates and associates) and that the Arrangement is in the best interests of the Company. Accordingly, the Board has approved the Arrangement and recommends that the Company's shareholders vote in favour of the Arrangement. Vanessa Morgan, Jonathan Morgan and Michael Smedley did not participate or vote in such Board determination or approval.

In commenting on the rationale of Holdings #1 in entering into the Acquisition Agreement, Vanessa Morgan and Jonathan Morgan stated, "The public float of Third Canadian is only 1,079,212 Shares, or 22.46% of the total shares outstanding. This, coupled with the fact that Third Canadian does not issue additional Shares, means that there is a significant cost associated with maintaining Third Canadian as a 'public company', which, in our view, now outweighs the benefits. Moreover, the regulatory environment is making it increasingly more complex and costly to navigate potential conflict of interest situations associated with Third Canadian's principal assets, its investments in Canadian General Investments, Limited ("CGI") and Canadian World Fund Limited ("CWF"), which together comprise close to two-thirds of Third Canadian's investment portfolio. In addition, proposed regulatory changes may make such a structure unviable. Accordingly, we have offered Third Canadian shareholders an opportunity to exit their investment at a price that is intended to be well above Third Canadian's net asset value and trading price. Subsequent to the transaction Third Canadian will continue to own its current positions in CGI and CWF, both of which will remain publicly traded."

Completion of the Arrangement is subject to certain customary and other conditions, including, among other things: (a) a 15% increase or decrease in the net asset value of the Shares from their net asset value on July 28, 2011 will constitute a material adverse effect under the Acquisition Agreement and permit Holdings #1 to terminate the transaction at its discretion; (b) the conditions related to Holdings #1's debt financing for the transaction being satisfied (which conditions include a requirement that collateral having a specified minimum aggregate market value be pledged in favour of the lender); and (c) receipt of court approval and, subject to the court's approval, approval of the Arrangement at a special meeting of the Company's shareholders by not less than: (i) two-thirds of the votes cast by holders of Shares present in person or represented by proxy at the meeting, voting as a single class; and (ii) the majority of the votes cast by holders of Shares present in person or represented by proxy at the meeting in accordance with minority approval requirements of applicable Canadian provincial securities laws, voting as a single class.

The Company anticipates that the special meeting of shareholders of the Company will be held on or about September 30, 2011 and the Arrangement will be completed shortly thereafter.

The factors considered by the Special Committee and the Board, a copy of KPMG CF's fairness opinion and other relevant background information will be included in the information circular to be mailed to the Company's shareholders in advance of the special meeting of such shareholders. A material change report, which provides more details on the Arrangement and Acquisition Agreement, will be filed with the Canadian securities regulatory authorities shortly and will be available at www.sedar.com.

About Third Canadian

Third Canadian, established in 1928, is the second oldest North American listed closed-end fund. The Company's largest holdings are principal assets, Canadian General Investments, Limited and Canadian World Fund Limited. Its non-principal assets consist of a diverse range of Canadian and foreign securities.

Caution Concerning Forward-looking Statements

This news release contains forward-looking statements relating to the proposed acquisition of Third Canadian, including statements regarding the completion of the proposed Arrangement. Any statements that are not statements of historical fact (including statements containing the words 'believes,' 'intends', 'plans,' 'anticipates,' 'expects,' 'estimates' or similar expressions) and refer to management's expectations or plans and should be considered to be forward-looking statements. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements. The completion of the proposed Arrangement is subject to a number of terms and conditions, including, without limitation: (i) approval of applicable governmental authorities, (ii) required Third Canadian shareholder approval, including approval by a "majority of the minority" in accordance with MI 61-101, (iii) necessary court approvals, and (iv) certain termination rights available to the parties under the Acquisition Agreement. These approvals may not be obtained, the other conditions to the Arrangement may not be satisfied in accordance with their terms, and/or the parties to the Acquisition Agreement may exercise their termination rights, in which case the proposed Arrangement could be modified, restructured or terminated, as applicable. The forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to, Holdings #1 and Third Canadian being able to successfully complete the transaction referred to herein within the timeframe generally as anticipated and without unforeseen significant costs or delays and there being no material adverse changes in the affairs of Third Canadian. Readers are cautioned that the foregoing list is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, Third Canadian and Holdings #1 disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Third Canadian and Holdings #1 undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed Arrangement.

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