West Street Capital Corporation

TSX VENTURE : WSC
TSX VENTURE : WSC.PR.A


West Street Capital Corporation

August 12, 2013 16:30 ET

West Street Capital Corporation: News Release

TORONTO, ONTARIO--(Marketwired - Aug. 12, 2013) - West Street Capital Corporation (TSX VENTURE:WSC)(TSX VENTURE:WSC.PR.A) ("West Street" or the "Company") announced today that its major shareholder, Brookfield Asset Management Inc. ("Brookfield"), has commenced its increased offer to acquire all of the issued and outstanding common shares of the Company (the "Common Shares") that Brookfield does not currently own at a price of $0.32 for each Common Share (the "Increased Offer"), and has mailed the Increased Offer and take-over bid circular to the Company's shareholders (the "Shareholders"). The directors' circular of the Company's board of directors (the "Board") has been mailed concurrently with the Increased Offer and take-over bid circular.

In April 2013, the Board established a special committee of independent directors (the "Special Committee") to review an initial bid by Brookfield and the Special Committee has now reviewed the Increased Offer. KPMG Corporate Finance Inc. ("KPMG") acted as independent valuator and financial advisor to the Special Committee. KPMG delivered a fairness opinion to the Board and the Special Committee to the effect that, as of the date thereof and subject to the assumptions, limitations and qualifications contained therein, the consideration offered for the Common Shares pursuant to the Increased Offer is fair, from a financial point of view, to holders of the Common Shares.

Following its review of the terms and conditions of the Increased Offer and the valuation and fairness opinion of KPMG, as well as its consideration of a number of factors, the Special Committee unanimously recommended the Increased Offer to the Board. The Board (with Messrs. Driman, Lawson, Lochan and Shah declaring their interest and abstaining) has unanimously determined that the Increased Offer is in the best interests of the Company and its shareholders and unanimously recommends that holders of the Common Shares accept the Increased Offer and deposit their Common Shares under the Increased Offer.

The Increased Offer will be open for acceptance until 5:00 p.m. (Eastern) on September 16, 2013 (the "Expiry Time") unless extended or withdrawn. Brookfield has advised the Company that it intends to proceed with a second-stage transaction to acquire any Common Shares not tendered under the Increased Offer. Full details of the Increased Offer are contained in the take-over bid circular of Brookfield and the Company's directors' circular, copies of which are available under the Company's profile at www.sedar.com.

CIBC Mellon Trust Company is the depositary for the Increased Offer. Shareholders can obtain copies of the take-over bid circular and related materials at no charge from the depositary at 1-800-387-0825 or by email at inquiries@canstockta.com. Shareholders whose Common Shares are registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee should contact such nominee if they wish to accept the Increased Offer.

Contact Information

  • West Street Capital Corporation
    Mabel W.H. Wong
    Vice President, Finance
    (416) 363-9491