Frequently Asked Questions

About the Meeting

Why did I receive this information package?

The Purchaser has agreed to acquire, directly or indirectly, all of the issued and outstanding Shares other than Rollover Shares held by the Family Shareholders pursuant to a statutory plan of arrangement under the QBCA. This transaction is subject to, among other things, obtaining the Required Shareholder Approval. As a Shareholder as at the close of business on the Record Date (January 7, 2021), you are entitled to receive notice of and vote at the Meeting. Dorel is soliciting your proxy, or vote, and providing this Circular in connection with that solicitation.

Separately, the Purchaser has agreed that an affiliate of the Purchaser will acquire, directly or indirectly, all of the issued and outstanding Rollover Shares held by the Family Shareholders pursuant to the Rollover Agreement in exchange for an indirect equity interest in the Purchaser.

Who is soliciting my proxy?

Your proxy is being solicited by Management of Dorel. The Purchaser may also assist with the solicitation of proxies and the Corporation has retained Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent for assistance in connection with the solicitation of proxies for the Meeting, and will pay customary fees for such services. If you have any questions or require any assistance with completing your proxy, please contact Kingsdale Advisors by telephone at 1-888-823-4343 (toll-free within North America) or at 1-416-867-2272 (outside of North America) or by email at contactus@kingsdaleadvisors.com.

When is the Meeting and how is it being held?

The Meeting will be held on Tuesday, February 16, 2021 at 10:00 a.m. (eastern time). In light of ongoing public health concerns related to the COVID-19 pandemic and in order to comply with government decrees, the Meeting will be held exclusively in virtual format, conducted via live webcast. Shareholders will be able to participate and vote at the Meeting online regardless of their geographic location by registering at the following link: Meeting Link.

How can I participate in the Meeting?

The Meeting will be conducted exclusively in virtual format via live webcast, unless Dorel advises otherwise by way of press release and on its website (https://www.dorel.com). Shareholders will not be able to participate in the Meeting in person but will be able to participate and vote at the Meeting online regardless of their geographic location by registering at the following link: Meeting Link. As the vast majority of Shareholders typically vote by proxy in advance of Dorel's Shareholders' meetings, you are encouraged to vote by proxy ahead of the Meeting. Participating at the Meeting online allows registered Shareholders as well as duly-appointed proxyholders and appointees, including non-registered Shareholders who have appointed themselves or another person as an appointee, to participate at the Meeting, engage with other Shareholders and ask questions, all in real time. Registered Shareholders as well as duly-appointed proxyholders and appointees can vote at the appropriate time during the Meeting.

To access the Meeting, follow the instructions below:

Step 1: Log in online and register at Meeting Link.

Step 2: Complete the survey to register for the Meeting.

Step 3: After registering, you will receive a confirmation email sent to the email address you provided in the survey with access instructions for the day of the Meeting. This confirmation email with access instructions will also be sent out the day prior to the Meeting.

Dorel recommends that you log in by 9:45 a.m. (eastern time) on Tuesday, February 16, 2021. It is important to ensure you are connected to the internet at all times in order to vote when balloting commences. You are responsible for ensuring internet connectivity for the duration of the Meeting.

Similar to an in-person meeting, Registered Shareholders and duly-appointed proxyholders will be able to attend the virtual Meeting, participate, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the accompanying Circular. Registered Shareholders who are unable to attend the virtual Meeting are requested to complete, sign and date the accompanying proxy form in accordance with the instructions provided therein and in the Circular and return it in accordance with the instructions and timelines set out in the Circular. In order for non-registered (or beneficial) Shareholders to attend the virtual Meeting, participate, submit questions online and vote virtually, they must duly appoint themselves as proxyholders. Non-registered (or beneficial) Shareholders who have not duly appointed themselves as proxyholders will be able to attend the virtual Meeting only as 'guests', but will not be able to participate, submit questions or vote at the virtual Meeting.

What am I being asked to vote on?

You will be voting on the Arrangement Resolution and on any other business that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

What are the voting requirements?

The Arrangement Resolution must be approved by at least (i) two-thirds (66⅔%) of the votes of the Shareholders present in person or represented by proxy at the Meeting and entitled to vote and (ii) a majority (50% + 1) of the votes cast by the holders of Class B Subordinate Voting Shares, other than the Family Shareholders, present in person or represented by proxy at the Meeting and entitled to vote. See 'The Arrangement - Required Shareholder Approval'.

Who is entitled to vote on the Arrangement Resolution and how will the votes be counted?

Shareholders as at the close of business on the Record Date may vote on the Arrangement Resolution. Only registered Shareholders or duly-appointed proxyholders are entitled to vote in person at the Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by non-registered Shareholders in order to ensure that their Shares are voted at the Meeting. See 'Voting Information - Non-Registered Shareholders'.

As at January 7, 2021, the Record Date, there were 4,188,175 Class A Multiple Voting Shares and 28,316,946 Class B Subordinate Voting Shares of the Corporation issued and outstanding. Each Class A Multiple Voting Share entitles the holder thereof to ten votes while each Class B Subordinate Voting Share entitles the holder thereof to one vote.

What is the quorum for the Meeting?

A quorum of Shareholders is present at a Shareholders' meeting if, at the opening of the meeting, regardless of the actual number of persons physically present, two or more holders representing not less than 25% of the Shares that carry the right to vote at the Meeting are present in person or represented by proxy.

Does the Board support the Arrangement?

Yes. Having undertaken a thorough review of, and carefully considered, information concerning Dorel, the Purchaser, the Arrangement, the Fairness Opinions, the Formal Valuation, and the recommendation of the Special Committee, the Board has unanimously determined, with the Family Executives having recused themselves from the Board meeting, after receiving legal and financial advice, that the Arrangement is in the best interests of Dorel and is fair to the Public Shareholders. After careful consideration, the Board UNANIMOUSLY recommends, with the Family Executives having recused themselves from the Board meeting, that the Public Shareholders vote FOR the Arrangement Resolution at the Meeting.

In making their determinations and recommendations, the Special Committee and the Board considered a number of factors which are more fully described in this Circular. See 'The Arrangement - Reasons for the Determinations and Recommendations of the Special Committee and the Board'.

Am I a registered or non-registered Shareholder?

You are a registered Shareholder if your Shares are registered in your name. You are a non-registered Shareholder if your Shares are not registered in your own name but are held in the name of an Intermediary, such as a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary or in the name of a clearing agency of which the Intermediary is a participant.

Dorel will send materials relating to the Meeting directly to non-registered Shareholders that are non-objecting beneficial owners. In addition, Dorel will also send materials relating to the Meeting indirectly to non-registered Shareholders that are objecting beneficial owners. In the case of objecting beneficial owners, the materials relating to the Meeting will be delivered through the Intermediaries of such non-registered Shareholders in accordance with the arrangements between the Intermediary and the non-registered Shareholders. Dorel will bear the cost of delivery of materials relating to the Meeting to non-registered Shareholders, including those which are non-objecting beneficial owners and objecting beneficial owners.

How do I vote?

If you are eligible to vote your Shares and you are a registered Shareholder, you can vote your Shares in any of the following ways:

  • by internet by visiting the website shown on your proxy form. Refer to your control number (shown on your proxy form) and follow the online voting instructions;
  • by phoning the toll-free telephone number shown on your proxy form. To vote by telephone, simply refer to your control number (shown on your proxy form) and follow the instructions. Note that you cannot appoint anyone other than Norman M. Steinberg and Alain Benedetti, both of whom are independent directors of the Corporation, as your proxyholder if you vote by telephone;
  • by completing your proxy form and returning it by mail or delivery, following the instructions on your proxy;
  • by participating in the Meeting and voting in person on a voting platform during the live webcast specifically designed for this matter; or
  • by appointing someone as proxy to participate in the Meeting and vote your Shares for you.


If you are a non-registered Shareholder, and you receive your materials directly from Dorel's transfer agent Computershare Investor Services Inc. ('Computershare') or indirectly through an Intermediary, you will receive forms with instructions on how to vote:

  • by internet, by visiting the website shown on your voting instruction form ('VIF'). Refer to your control number (shown on your VIF) and follow the online voting instructions;
  • by phoning the toll-free telephone number shown on your VIF. To vote by telephone, simply refer to your control number (shown on your VIF) and follow the instructions; or
  • by completing, signing and dating your proxy and returning it in accordance with the instructions included.
  • Please make sure to follow the instructions in the forms you receive.


If you have any questions or require any assistance with completing your proxy form, please contact the Corporation's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-888-823-4343 (toll-free within North America) or at 1-416-867-2272 (outside of North America) or by email at contactus@kingsdaleadvisors.com.

How do I appoint someone else to go to the Meeting and vote my Shares for me?

The Persons designated in the proxy form to represent, as proxyholders, the Shareholders at the Meeting are Norman M. Steinberg and Alain Benedetti, independent directors of the Corporation. However, whether or not you attend the Meeting, you can appoint someone else to vote for you as your proxyholder. You can use the enclosed proxy form, or any other proper proxy form, to appoint your proxyholder. Each Shareholder has the right to appoint a person or company, who need not be a Shareholder, to attend and act on his or her behalf at the Meeting other than the person designated in the enclosed proxy form. Such right may be exercised by inserting in the appropriate space on the proxy form or VIF the person or company to be appointed or by completing another proxy form.

How will my Shares be voted if I vote by Proxy?

On the proxy form, you can indicate how you want your proxyholder to vote your Shares, or you can let your proxyholder decide for you. If you have specified on the proxy form how you want your Shares to be voted on a particular issue (by marking 'FOR' or 'AGAINST'), then your proxyholder must vote your Shares accordingly.

If you have appointed the Persons designated in the proxy form as your proxyholders and you have not provided them with instructions, they will vote your Shares FOR the Arrangement Resolution.

Is there a deadline for my proxy to be received?

Yes. Whether or not you are able to attend the Meeting in person, you are urged to complete, sign, date and return the enclosed proxy form or VIF so that your Shares can be voted at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with your voting instructions. Your votes must be received by Computershare, Dorel's transfer agent, no later than 5:00 p.m. (eastern time) on February 12, 2021 or, if the Meeting is adjourned or postponed, by 5:00 p.m. (eastern time) two Business Days before the day on which the Meeting is reconvened.

What if there are amendments or if other matters are brought before the Meeting?

Your voting instructions provided by proxy give the persons named on it authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting or on any matter that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

As at the time of preparation of this Circular, Management is not aware that any other matter is to be presented for action at the Meeting. If, however, other matters properly come before the Meeting, the persons named in the proxy form will vote on them in accordance with their judgment, pursuant to the discretionary authority conferred by the proxy form with respect to such matters.

What if I change my mind?

If you are a registered Shareholder, you can revoke your proxy at any time before it is acted upon. In addition to revoking your proxy in any other manner permitted by law, you may revoke your proxy by instrument in writing executed by you or your authorized attorney or, if the Shareholder is a corporation, under its corporate seal or by an authorized officer or attorney thereof, and deposited at the Corporation's head office at 1255 Greene Avenue, Suite 300, Westmount, Québec, Canada H3Z 2A4, at any time so that it arrives no later than 5:00 p.m., eastern time, on February 12, 2021 or if the Meeting is adjourned or postponed, by 5:00 p.m. (eastern time) two Business Days before the day on which the Meeting is reconvened. If you are a registered Shareholder, you may also revoke your proxy and vote in person at the Meeting or any adjournment(s) or postponement(s) thereof, by delivering a form of revocation of proxy to the Chair of the Meeting before the vote for which the proxy is to be used is taken.

If you are non-registered Shareholder, you may revoke your proxy or voting instructions by following the instructions provided to you by your Intermediary or otherwise contacting the individual who serves your account. You must take such steps sufficiently in advance of the date of the Meeting for your Intermediary to act on such revocation. Note that any new voting instruction must be provided to your Intermediary in sufficient time to enable your Intermediary to provide your new vote to Computershare, Dorel's transfer agent, no later than 5:00 p.m., eastern time, on February 12, 2021, or if the Meeting is adjourned or postponed, by 5:00 p.m. (eastern time) two Business Days before the day on which the Meeting is reconvened.

How are proxies solicited?

Your proxy is being solicited by Management, which requests that you sign and return the proxy form or VIF so that your votes are exercised at the Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by telephone, facsimile transmission or other electronic means of communication or in person by the directors, officers and employees of Dorel. The cost of such solicitation will be borne by the Corporation. The Purchaser may also assist with the solicitation of proxies and the Corporation has retained Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent for assistance in connection with the solicitation of proxies for the Meeting, and will pay customary fees for such services. The Corporation will reimburse Intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to non-registered Shareholders.

Am I entitled to Dissent Rights?

Pursuant to and in accordance with the Arrangement, the Interim Order and the provisions of Chapter XIV ‑ Division I of the QBCA (as modified or supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court), registered Shareholders, other than Shareholders who have failed to exercise all the voting rights carried by the Shares held by such Shareholders against the Arrangement Resolution, and other than Family Shareholders, have the right to demand the repurchase of their Shares in connection with the Arrangement and, if the Arrangement becomes effective, to be paid the fair value of their Shares. This right to demand the repurchase of their Shares is more fully described under 'Dissenting Shareholders Rights'.

About the Arrangement

What is a plan of arrangement?

A plan of arrangement is a statutory procedure under Québec corporate law that allows corporations to carry out transactions with the approval of their shareholders and the Court. The Plan of Arrangement you are being asked to consider will provide for, among other things, the acquisition, directly or indirectly, by the Purchaser of all of the issued and outstanding Shares, other than Rollover Shares held by the Family Shareholders.

I own Shares. What will I receive in the Arrangement if it is approved?

Pursuant to the Arrangement Agreement and the Plan of Arrangement, each Public Shareholder will receive $14.50 in cash per Share held. Pursuant to the Rollover Agreement, each outstanding Rollover Share held by a Family Shareholder will be exchanged for an indirect equity interest in the Purchaser. Public Shareholders will receive the Consideration, after deduction of any applicable withholdings, after the Arrangement is completed.

What premium does the Consideration offered for the Shares represent?

The Consideration to be received by the Public Shareholders represents a premium of 32% to the $11.01 closing price of the Class B Subordinate Voting Shares on the TSX on September 4, 2020, the date on which the Family Shareholders granted exclusivity to the Buyer Group, and for the periods ended October 30, 2020, being the last trading day prior to announcement by Dorel that it had reached an agreement in principle for the Arrangement with the Buyer Group, a 19% premium to the 60-day VWAP and a 7% premium to the 30-day VWAP of Dorel's Class B Subordinate Voting Shares on the TSX.

Were fairness opinions obtained?

The Board has received the Fairness Opinions from both TD Securities and BMO Capital Markets to the effect that, as of November 12, 2020 and subject to the scope of review, assumptions and limitations set out in therein, the Consideration to be received by the Public Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Public Shareholders.

Was an independent valuation obtained?

TD Securities has also provided the Special Committee with the Formal Valuation dated November 12, 2020, which was completed under the supervision of the Special Committee. In the Formal Valuation, TD Securities determined that as of November 12, 2020, and subject to the scope of review, assumptions and limitations contained therein, the fair market value of the Shares ranged from $14.00 to $17.00 per Share.

Does the Arrangement provide for Termination Fees?

The Special Committee believes that the amount of the Termination Fee payable by the Corporation to the Purchaser under the Arrangement Agreement in certain circumstances, being approximately $14.1 million, is fair to Dorel. The Purchaser has agreed to pay the Corporation the Reverse Termination Fee of $23.6 million if the Arrangement is not completed in certain circumstances.

What are the benefits of the Arrangement for Shareholders?

In making their respective determinations and recommendations, the Special Committee and the Board considered and relied upon a number of substantive factors, including the factors discussed below:

  • Premium to Trading Price: The value of the Consideration offered to Public Shareholders represents a premium of 32% to the $11.01 closing price of the Class B Subordinate Voting Shares on the TSX on September 4, 2020, the date on which the Family Shareholders granted exclusivity to the Buyer Group, and for the periods ended October 30, 2020, being the last trading day prior to announcement by Dorel that it had reached an agreement in principle for the Arrangement with the Buyer Group, a 19% premium to the 60-day VWAP and a 7% premium to the 30-day VWAP of Dorel's Class B Subordinate Voting Shares on the TSX.
  • Certainty of Value and Liquidity: The payment to the Public Shareholders pursuant to the Arrangement will be all cash, which provides certainty and immediate liquidity.
  • Attractive Transaction Relative to Status Quo: The Special Committee, with the assistance of its financial and legal advisors, and based upon its collective knowledge of the business, affairs, operations, assets, liabilities, financial condition, results of operations and prospects of Dorel and the current and prospective environment in which Dorel operates (including global tariffs and the current global economic and market conditions, notably in the context of the COVID-19 pandemic), believes that the Arrangement is an attractive proposition for Shareholders relative to the status quo.
  • Challenges Presented by Operational, Financial and Share Price Performance: Dorel's Shares have historically traded at a notable discount to those of its peers and currently trade at a large discount to their previous trading levels. The Share price has declined significantly over the last five years, with a Share price decrease of approximately 53% for a variety of reasons, including concerns about global tariffs, the COVID-19 pandemic, Dorel's volatile margins and financial situation as well as its mixed track record of delivering on an operational and financial level. The Special Committee believes that this dynamic is likely to continue, rendering the all-cash Consideration offered by the Buyer Group attractive for Public Shareholders.


See 'The Arrangement - Reasons for the Determinations and Recommendations of the Special Committee and the Board'.

When will the Arrangement be completed?

If the Key Regulatory Approvals are obtained in a timely manner, it is currently anticipated that the Arrangement will be completed in the first quarter of 2021. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order, or a delay in obtaining the Key Regulatory Approvals. As provided under the Arrangement Agreement, the Corporation will file the Articles of Arrangement as soon as reasonably practicable and in any event within three Business Days after the satisfaction or waiver, if permitted, of the conditions for the completion of the Arrangement. Pursuant to the Arrangement Agreement, the Arrangement must be completed on or prior to the Outside Date of March 12, 2021.

When will I receive the Consideration for my Shares?

You will receive the Consideration for your Shares as soon as practicable after the Arrangement is completed, provided you have sent all of the necessary documentation to the Depositary.

What will I have to do as a Shareholder to receive the Consideration for my Shares?

If you are a registered Shareholder, you will receive a Letter of Transmittal that you must complete and send with the certificate(s) and/or DRS representing your Shares, as applicable, to the Depositary. Unless you instruct the Depositary otherwise, the Depositary will mail a cheque to you representing the aggregate Consideration you are entitled to in respect of your Shares, less any applicable withholdings, by first class mail as soon as practicable after the Effective Date after receipt of your completed Letter of Transmittal and of your Share certificate(s) and/or DRS, together with all other required documents, if applicable. When completing your Letter of Transmittal, you may instruct the Depositary to hold the cheque(s) representing your for pick-up or remit such funds by way of wire transfer. Notwithstanding the foregoing, any payments in excess of $25 million will be effected by the Depositary by wire transfer in accordance with the Large Value Transfer System (LVTS) Rules established by the Canadian Payments Association. If you are a non-registered Shareholder, you will receive your payment through your account with your broker, investment dealer, bank, trust company or other Intermediary that holds Shares on your behalf. You should contact your Intermediary if you have questions about this process.

What are the risks involved with completing the Arrangement?

The risk factors described under 'Risk Factors' should be carefully considered by Shareholders in evaluating whether to approve the Arrangement Resolution.

About Approval of the Arrangement

What approvals are required for the Arrangement to become effective?

Completion of the Arrangement is subject in particular to the receipt of the (i) Required Shareholder Approval, (ii) Court approval, and (iii) Key Regulatory Approvals. The Arrangement is also subject to certain other conditions, including, among other things, that there shall not have occurred a Material Adverse Effect with respect to the Corporation or any of its Subsidiaries since the date of the Arrangement Agreement until the Effective Time, and that Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Shares.

What is the Required Shareholder Approval?

The Arrangement Resolution must be passed by at least (i) two-thirds (66⅔%) of the votes of the Shareholders present in person or represented by proxy at the Meeting and entitled to vote, and (ii) a majority (50% + 1) of the votes cast by the holders of Class B Subordinate Voting Shares present in person or represented by proxy at the Meeting and entitled to vote, other than the Family Shareholders.

What happens if the Shareholders do not approve the Arrangement?

If Dorel does not receive the Required Shareholder Approval in favour of the Arrangement Resolution, the Arrangement will not become effective. Failure to complete the Arrangement could have a material adverse effect on the market price of the Shares. If the Arrangement is not completed and the Board decides to seek another transaction, there can be no assurance that it will be able to find a party willing to pay an equivalent or higher price than the Consideration to be paid pursuant to the terms of the Arrangement Agreement. See 'Risk Factors'.

About the Shares

Will the Shares continue to be listed on TSX after the Arrangement?

No. If the Arrangement is approved, all of the Shares will be acquired, directly or indirectly, by the Purchaser and Dorel expects that the Shares will be delisted from the TSX shortly after the completion of the Arrangement. The Purchaser also intends to seek to have Dorel deemed to have ceased to be a reporting issuer following the completion of the Arrangement under the securities legislation of all of the provinces and territories of Canada in which it is currently a reporting issuer.

Will Dorel pay dividends or buy back Shares before the completion of the Arrangement?

No. Dorel will not declare or pay dividends or any other distributions, whether in cash, shares or property, or buy back Shares before the completion of the Arrangement.

About Tax Consequences to Shareholders

What are the tax consequences of the Arrangement to me as a Shareholder?

This Circular contains a summary of certain Canadian federal income tax considerations. See 'Certain Canadian Federal Income Tax Considerations'.

Who to Call with Questions

Who can I contact if I have questions?

If you have any questions or require any assistance with completing your proxy form, please contact Dorel's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-888-823-4343 (toll-free within North America) or at 1-416-867-2272 (outside of North America) or by email at contactus@kingsdaleadvisors.com.

If you have questions about deciding how to vote, you should contact your own financial, legal, tax or other professional advisors.