Morguard Corporation made a proposal to acquire the remaining shares of Temple Hotels Inc. from G2S2 Capital Inc., Simé Armoyan and others for CAD 43.4 million.
November 14, 2019
Share
Morguard Corporation (TSX:MRC) made a proposal to acquire the remaining 27.5% stake in Temple Hotels Inc. (TSX:TPH) from G2S2 Capital Inc., Simé Armoyan and others for CAD 43.4 million on November 14, 2019. Morguard Corporation entered into a definitive agreement to acquire the remaining 27.5% stake in Temple Hotels Inc. from G2S2 Capital Inc., Simé Armoyan and others on December 19, 2019. The consideration consists of CAD 2.1 per common share, payable in cash. In case of termination, Temple will pay a fee of CAD 1.25 million.
The transaction would not be contingent on financing. The transaction is subject to customary closing conditions, including approval by the shareholders of Temple by special resolution and a "majority of the minority" vote of shareholders. The transaction is subject to certain customary conditions, including among other conditions, approval by the superior court of Justice of Ontario and applicable regulatory approvals, including the Toronto Stock Exchange. Morguard expects that the board of directors of Temple will establish a special committee of independent directors to consider the Proposed Transaction, with the advice of its legal and financial advisors. Temple formed a special committee comprised of Jonathan Carnella, Brent McLean and Donald Turple. As of December 19, 2019, the special committee unanimously determined that the transaction is fair and resolved to recommend the board and shareholders of Temple to approve the transaction. As of February 10, 2020, the transaction has been approved by the shareholders of Temple Hotels Inc. As of February 14, 2020, Ontario Superior Court of Justice approved the transaction. The closing of the transaction must occur by no later than March 31, 2020. As of January 10, 2020, it is expected that the transaction will be completed on or around February 17, 2020. As of February 10, 2020, the transaction is expected to be completed by on or around February 18, 2020. Origin Merchant Partners acted as the financial advisor and fairness opinion provider to the special committee formed by Temple Hotels.
Temple Hotels Inc. is a Canada-based company engaged in owning and operating hotel property investments in Canada. The Company's segments include Fort McMurray, Other Alberta and Other Canada. The Company invests, directly and indirectly, in hotel properties and assets. The primary business activity of the Company is the acquisition and development of hotel properties and the management of the acquired/developed properties. The hotel portfolio of the Company consists of over 30 hotel and investment properties, which are owned by the Company, comprising approximately 3,880 rooms. The hotel portfolio includes two extended-stay properties (Stanton Suites Hotel, Yellowknife and Clearwater Timberlea) and one investment property (Cortona Residence). It has equity interests in limited partnerships, which own hotels in London and Ottawa, Ontario. The Company offers food and beverages, spa, video lottery terminal and gift shop services.
Morguard Corporation made a proposal to acquire the remaining shares of Temple Hotels Inc. from G2S2 Capital Inc., Simé Armoyan and others for CAD 43.4 million.