Dorel Announces Termination of Going-Private Transaction
Montreal, Quebec - 2/15/2021
Dorel Industries Inc. (TSX: DII.B, DII.A) (“Dorel”) announces that the arrangement agreement dated November 12, 2020, as amended on January 31, 2021 (the “Arrangement Agreement”), between Dorel and an affiliate (the “Purchaser”) of funds managed by Cerberus Capital Management, L.P. has been terminated by mutual agreement of Dorel and the Purchaser.
As a result of the termination of the Arrangement Agreement, Dorel’s Board of Directors has cancelled the special meeting of shareholders to be held on Tuesday, February 16, 2021.
The Arrangement Agreement provided that a buyer group led by the Purchaser would acquire, for a purchase price of C$16.00 in cash per share, all of Dorel’s issued and outstanding Class A Multiple Voting Shares and Class B Subordinate Voting Shares, except for shares owned by Martin Schwartz, Alan Schwartz, Jeffrey Schwartz, Jeff Segel and certain members of their respective immediate families, by way of a statutory plan of arrangement under the Business Corporations Act (Québec).
The termination of the Arrangement Agreement follows exchanges and discussions between Dorel and many of its shareholders and review by Dorel of proxy votes submitted prior to the deadline of 5 p.m. (eastern time) on Friday, February 12, 2021. The termination of the Arrangement Agreement was unanimously approved by the Board of Directors of Dorel (with Martin Schwartz, Alan Schwartz, Jeffrey Schwartz and Jeff Segel having recused themselves), acting on the unanimous recommendation of the Special Committee comprised of Dorel’s six independent directors.
“Independent shareholders have clearly expressed their confidence in Dorel’s future and the greater potential for Dorel as a public entity. We sincerely appreciate the considerable time and effort Cerberus has devoted to this project. I thank our employees who have maintained an unwavering focus on Dorel’s operations throughout this period. Shareholder value enhancement remains our top priority and we look forward to continued growth with our excellent brands, worldwide consumer recognition and strong customer relations,” stated Dorel President and CEO, Martin Schwartz.
About Dorel Industries Inc.
Dorel Industries Inc. (TSX: DII.B, DII.A) is a global organization, operating three distinct businesses in juvenile products, bicycles and home products. Dorel’s strength lies in the diversity, innovation and quality of its products as well as the superiority of its brands. Dorel Juvenile’s powerfully branded products include global brands Maxi-Cosi, Quinny and Tiny Love, complemented by regional brands such as Safety 1st, Bébé Confort, Cosco and Infanti. Dorel Sports brands include Cannondale, Schwinn, GT, Mongoose, Caloi and IronHorse. Dorel Home, with its comprehensive e-commerce platform, markets a wide assortment of domestically produced and imported furniture. Dorel has annual sales of US $2.6 billion and employs approximately 8,000 people in facilities located in 25 countries worldwide.
Caution Regarding Forward-Looking Statements
Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. Except as may be required by Canadian securities laws, Dorel does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from Dorel’s expectations expressed in or implied by such forward-looking statements. As a result, Dorel cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits Dorel will derive from them.Although Dorel believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.