Kelso & Company signed a definitive support agreementto acquire Eacom Timber Corporation (TSXV:ETR) from Lansdowne Partners Limited Partnership its fund Lansdowne Developed Markets Strategic Investment Master Fund Limited, Goldman Sachs Group, Merchant Banking Division and a group of other investors for approximately CAD 180 million in cash on March 22, 2013. The group of other investors includes I.A. Michael Investment Counsel Ltd., Fairfax Financial Holdings Limited ... (TSX:FFH), Capital Research and Management Company, Royal Trust Corporation Of Canada, Peninsula Merchant Syndications Corp., Asset Management Arm, Pyramis Global Advisors, LLC and GCIC Ltd. The offer per share is CAD 0.38. Common shares representing approximately 44% of the issued and outstanding EACOM common shares on a fully diluted basis are subject to the lock up agreements. A break fee of CAD 7 million will be payable by Eacom to Kelso if the transaction is terminated. Offer will be open for a period of not less than 35 days. As of May 10, 2013, Kelso has extended the expiry time of the offer up to June 14, 2013. The offer will be subject to certain customary conditions, including there having been validly deposited and not withdrawn at the expiry time of the offer that number of EACOM common shares that constitutes at least 66% of the outstanding common shares of Eacom on a fully diluted basis and receipt of all required regulatory approvals including approval from Ontario Ministry of Natural Resources. The offer is not subject to any financing condition.The Board of Directors of EACOM have formed a special committee to review of the terms and conditions of the offer. EACOM’s Board of Directors, after receiving the recommendation of the special committee, have unanimously approved the transaction and recommends the shareholders to approve the transaction. Canaccord Genuity Corp. and Sanabe & Associates LLC acted as the financial advisors to the special committee of the Board of Eacom. Frédéric Bérard of H+K Stratégies acted as the public relations advisor to Eacom in the transaction. Margaret Andrews Davenport, Jonathan F. Lewis, David H. Schnabel, Stuart Hammer, Michael Bolotin, Caitlin Gibson and Alan J. Yurowitz of Debevoise & Plimpton LLP acted as legal advisors for Kelso & Company.
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