TORONTO, Dec. 18, 2020 /CNW/ - (TSX: WN) (TSX:
L) – George Weston Limited (GWL) and Loblaw Companies
Limited (Loblaw) jointly announced today that each company will
acquire certain of its shares at below-market pricing from an
entity controlled by Mr. W. Galen
Weston (Mr. Weston), the controlling shareholder of GWL. Mr.
Weston is disposing of the GWL and Loblaw common shares as part of
an internal reorganization of his holdings. Mr. Weston has advised
the companies that he has no present intention to dispose of
additional GWL or Loblaw common shares outside of the Weston
family. After giving effect to the GWL transaction, Mr. Weston (or
entities controlled by him) will beneficially own, directly or
indirectly, or have control or direction over 52.8% of the issued
and outstanding common shares of GWL.
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GWL has entered into an agreement to purchase for cancellation
1,300,000 of its common shares from an entity controlled by Mr.
Weston. The repurchased shares represent less than 1% of the
outstanding GWL common shares. In addition, Loblaw has entered into
an agreement to purchase for cancellation 3,269,208 of its
common shares from an entity controlled by Mr. Weston. The
repurchased shares represent less than 1% of the outstanding Loblaw
common shares. The purchases of GWL common shares and Loblaw common
shares will be made in accordance with orders granted by the
Ontario Securities Commission.
The purchase price to be paid by GWL will be 97% of the lesser
of: (i) the volume weighted average price (VWAP) of the GWL common
shares on the Toronto Stock Exchange (TSX) for the 20 trading days
immediately prior to the date the transaction was agreed to, and
(ii) the VWAP of the GWL common shares on the TSX for the two
trading days immediately prior to completion of the transaction.
The GWL transaction will be completed following the close of
markets on December 21, 2020.
Other than the purchase price, no fee or other consideration will
be paid in connection with the transaction. The transaction has
been reviewed, negotiated and approved by the independent directors
of GWL. Scotia Capital Inc. provided advice on the transaction.
The board of GWL approved the transaction on the basis of the
recommendation of its independent directors. The purchase will
count towards the 7,683,528 common shares GWL is entitled to
purchase for cancellation under its normal course issuer bid (NCIB)
as announced May 21, 2020. GWL will
file a report on SEDAR immediately following the completion of the
transaction indicating the aggregate dollar amount paid for the
repurchased GWL common shares.
The purchase price to be paid by Loblaw will be 97% of the
lesser of: (i) the VWAP of the Loblaw common shares on the TSX for
the 20 trading days immediately prior to the date the transaction
was agreed to, and (ii) the VWAP of the Loblaw common shares on the
TSX for the two trading days immediately prior to completion of the
transaction. The Loblaw transaction will be completed following the
close of markets on December 21,
2020. Other than the purchase price, no fee or other
consideration will be paid in connection with the transaction. The
transaction has been reviewed, negotiated and approved by the
independent directors of Loblaw. Scotia Capital Inc. provided
advice on the transaction. The board of Loblaw approved the
transaction on the basis of the recommendation of its independent
directors. The purchase will count towards the 17,888,888 common
shares Loblaw is entitled to purchase for cancellation under its
NCIB as announced April 29, 2020.
Loblaw will file a report on SEDAR immediately following the
completion of the transaction indicating the aggregate dollar
amount paid for the repurchased Loblaw common shares. After giving
effect to the purchase, GWL will own approximately 52.6% of the
issued and outstanding common shares of Loblaw.
Forward Looking Statements
This press release for GWL and Loblaw contains forward-looking
statements about the purchase of GWL common shares by GWL and
Loblaw common shares by Loblaw. Forward-looking statements are
typically identified by words such as "expect", "anticipate",
"believe", "foresee", "could", "estimate", "goal", "intend",
"plan", "seek", "strive", "will", "may" and "should" and similar
expressions. Forward-looking statements reflect current estimates,
beliefs and assumptions, which are based on GWL and Loblaw's
perception of historical trends, current conditions and expected
future developments, as well as other factors management believes
are appropriate in the circumstances. GWL and Loblaw's estimates,
beliefs and assumptions are inherently subject to significant
business, economic, competitive and other uncertainties and
contingencies regarding future events, including the impact of the
COVID-19 pandemic, and as such, are subject to change. GWL and
Loblaw can give no assurance that such estimates, beliefs and
assumptions will prove to be correct. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
reflect GWL's and Loblaw's expectations only as of the date of this
release. GWL and Loblaw disclaim any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
About George Weston Limited
George Weston Limited is a Canadian public company founded in
1882. The company operates through its three reportable operating
segments, Loblaw Companies Limited, Choice Properties Real Estate
Investment Trust and Weston Foods. Loblaw provides Canadians with
grocery, pharmacy, health and beauty, apparel, general merchandise,
financial services and wireless mobile products and services.
Choice Properties owns, manages and develops a high-quality
portfolio of commercial retail, industrial, office and residential
properties across Canada. The
Weston Foods operating segment includes a leading North American
bakery that offers packaged bread and rolls in Canada as well as frozen and artisan bread and
rolls, cakes, donuts, pies, biscuits and alternatives throughout
Canada and the U.S.
For more information, visit GWL's website
at www.weston.ca and GWL's issuer profile
at www.sedar.com.
About Loblaw Companies Limited
Loblaw is Canada's food and
pharmacy leader, and the nation's largest retailer. Loblaw provides
Canadians with grocery, pharmacy, health and beauty, apparel,
general merchandise, financial services and wireless mobile
products and services. With more than 2,400 corporate, franchised
and associate-owned locations, Loblaw, its franchisees and
associate-owners employ approximately 190,000 full- and part-time
employees, making it one of Canada's largest private sector employers.
Loblaw's purpose – Live Life Well® – puts first the needs and
well-being of Canadians who make one billion transactions annually
in the company's stores. Loblaw is positioned to meet and exceed
those needs in many ways: convenient locations; more than 1,050
grocery stores that span the value spectrum from discount to
specialty; full-service pharmacies at nearly 1,400 Shoppers Drug
Mart® and Pharmaprix® locations and close to 500 Loblaw locations;
PC Financial® services; affordable Joe Fresh® fashion and family
apparel; and three of Canada's
top-consumer brands in Life Brand, no name® and President's
Choice.
For more information, visit Loblaw's website
at www.loblaw.ca and Loblaw's issuer profile
at www.sedar.com.
SOURCE George Weston Limited