Thirdcoast Limited

March 06, 2012 10:54 ET

Thirdcoast Limited Announces the Receipt of an Unsolicited Insider Bid by Parrish & Heimbecker, Limited

GODERICH, ONTARIO--(Marketwire - March 6, 2012) - Thirdcoast Limited ("Thirdcoast" or the "Company") announces that it has received from Parrish & Heimbecker, Limited ("P&H") an unsolicited offer to acquire all of the issued and outstanding common shares of Thirdcoast not presently owned by P&H at a price of $115 per share, subject to customary conditions. P&H currently owns 86,608 common shares of Thirdcoast, which represents 28% of the issued and outstanding common shares of Thirdcoast. In addition, two of the directors of Thirdcoast are also directors of P&H, namely Messrs. Phil and Alan Heimbecker. As a result of the current significant ownership of Thirdcoast by P&H and the shared directorship of Messrs. Phil and Alan Heimbecker, the unsolicited offer is considered an "Insider Bid" pursuant to applicable securities legislation, which requires that a formal valuation of the securities that are the subject of the bid be prepared before P&H can proceed with its bid. An Independent Committee of the board of directors of Thirdcoast has been formed which excludes Messrs. Phil and Alan Heimbecker. The Independent Committee will be immediately commencing the search for an independent valuator to be retained by the Independent Committee to complete the valuation required by P&H pursuant to applicable securities legislation. P&H will bear the cost of the preparation of the formal valuation, but the preparation of the formal valuation will be supervised by the Independent Committee. The formal valuation will contain the valuator's opinion as to a range of values representing the fair market value of the Company's common shares.

Shareholders are advised that the information to be contained in the formal valuation could materially affect their decision to accept or reject the Insider Bid when it is launched by P&H, and as such, the Independent Committee urges Thirdcoast's shareholders not to take any action before the formal valuation is completed and publicly disclosed.

The Independent Committee reserves judgement on the Insider Bid until it has received the formal valuation.

Business Update

There will be significant cash inflows to the Company over the next few months as Thirdcoast has sold the remains of its tornado damaged storage building and are in final negotiations with the Company's insurer over the cost of damage to this building. These two events will result in approximately a $7.1 million cash injection to the business. The Company plans to use these funds to rebuild storage space lost in the tornado as well as to improve the Company's facilities in Hamilton and Port Colborne. The Company will settle its business interruption claim with the insurer during the fiscal year ending March 31, 2013. The Company's investment portfolio has risen from $9,221,934 at September 30th to $9,940,242 as at March 2, 2012. Income from operations for the fiscal year ending March 31, 2012 is expected to be approximately $3.5 million before tax.

About Thirdcoast Limited

Thirdcoast (formerly Goderich Elevators Limited) is a holding company for operations involved in the handling and processing of food grains and food ingredients shipped around the globe. The goal of the Company is to maximize customer and shareholder value through world class practices and continually strive for the highest levels of quality and customer care in the services and products it provides. Thirdcoast's operations are primarily carried out through its two main wholly-owned operating subsidiaries: Southpier Terminals and G.S. Dunn.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of applicable securities laws. These statements include, but are not limited to, Thirdcoast's future outlook, business strategy, plans, expectations, results or actions, or the assumptions underlying any of the foregoing. Forward-looking statements can generally be identified by words such as "may", "should", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "outlook" and similar expressions. These statements are based on information currently available to Management and on the current assumptions, intentions, plans, expectations and estimates of Management regarding Thirdcoast's future growth, results of operations, performance, business prospects and opportunities and ability to attract and retain customers as well as the economic environment in which it operates. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause actual results of Thirdcoast to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: future actions by P&H in connection with its Insider Bid, general economic conditions, harvest volumes, elevator storage capacity, terminal elevator competition and other factors referenced in Thirdcoast's MD&A for the year ended March 31, 2011 and Thirdcoast's other continuous disclosure filings which are available on SEDAR at Readers should not place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this press release, and, except as required by applicable securities laws, Thirdcoast assumes no obligation to update or revise them to reflect new events or circumstances.

Contact Information

  • Thirdcoast Limited
    Don Henry