Partners Value Investments LP Announces Substantial Issuer Bid
27 Oktober 2021 - 11:15PM
Partners Value Investments LP (the “Partnership” or “PVI LP”, TSXV:
PVF.UN TSXV: PVF.PR.U) announced today it intends to undertake a
substantial issuer bid (the "Offer'') to exchange up to 8,000,000
of its Equity Limited Partnership Units (the “Equity LP Units”) for
either, per Equity LP Unit, (A) US$43.75 cash and 1.05 newly issued
Preferred Limited Partnership Units (the “PVI LP Consideration
Units”) in the capital of PVI LP with a redemption price of
US$26.25 (subject to a maximum of 5,800,000 Equity LP Units)
(“Option A”) or, as an alternative, (B) 2.80 newly issued PVI LP
Consideration Units with a redemption price of US$70 or, in the
case of holders of Equity LP Units that are eligible Canadian
corporations, 2.70 newly issued Preferred Limited Partnership Units
(the “SIB LP Consideration Units”) in the capital of an indirect
wholly-owned subsidiary of the Partnership with a redemption price
of US$67.50 (subject to a maximum of 2,200,000 Equity LP Units)
(“Option B”).
PVI LP expects to mail the issuer bid circular
and other related documents (the "Offer Documents") containing the
terms and conditions of the Offer, instructions for tendering the
Equity LP Units, and the factors considered by the Partnership, its
Independent Committee (as defined below) and its Board of Trustees
in making its decision to approve the Offer, among other things, on
or about November 1, 2021. The Offer Documents will be filed with
the applicable securities regulators in the United States and
Canada and will be available free of charge on SEDAR at
www.sedar.com and on EDGAR at www.sec.com. Unitholders should
carefully read the Offer Documents prior to making a decision with
respect to the Offer.
The Offer will not be conditional upon any
minimum number of Equity Units being tendered, provided that the
ability of Canadian eligible corporations to elect Option B will be
subject to a minimum of 285,000 Equity LP Units electing such
option. The Offer will, however, be subject to other conditions
described in the Offer Documents and the Partnership will reserve
the right, subject to applicable laws, to withdraw, extend or vary
the Offer, if, at any time prior to the exchange of deposited
Equity Units, certain events occur. The Offer is expected to
commence on November 1, 2021 and remain open for acceptance until
5:00 p.m. (Toronto time) on December 7, 2021, unless withdrawn,
extended or varied by the Partnership.
PVI LP’s Board of Trustees has approved the
making of the Offer. However, none of PVI LP, the independent
committee of its Board of Trustees (the “Independent Committee”)
formed in connection with overseeing the valuation of the Equity LP
Units, the PVI LP Consideration Units and the SIB LP Consideration
Units provided under the Offer or its Board of Trustees makes any
recommendation to any unitholder as to whether to deposit or
refrain from depositing any Equity Units under the Offer.
Unitholders are urged to carefully evaluate all information in the
Offer, consult their own financial, legal, investment and tax
advisors and make their own decisions as to whether to deposit
Equity Units under the Offer and, if so, how many such Equity Units
to deposit.
The Offer referred to in this press release has
not yet commenced. This press release is for informational purposes
only and does not constitute an offer to buy or the solicitation of
an offer to sell PVI LP's Equity Units. The solicitation and the
offer to buy the Equity Units will only be made pursuant to Offer
Documents to be filed with the applicable securities regulators in
Canada and the United States. The Offer will be optional for all
unitholders, who will be free to choose whether to participate and
how many Equity Units to tender. Any unitholder who does not
deposit any Equity Units (or whose Equity Units are not repurchased
under the Offer) will realize a proportionate increase in equity
interest in PVI LP, to the extent that Equity Units are purchased
under the Offer.
For further information, contact Investor
Relations at ir@pvii.ca or 416-956-5142.
Note: This news release contains
“forward-looking information” within the meaning of Canadian
provincial securities laws and “forward-looking statements” within
the meaning of applicable Canadian securities regulations or
applicable U.S. securities regulations. Expressions which are
predictions of or indicate future events, trends or prospects and
which do not relate to historical matters identify forward-looking
information and forward-looking Statements.
Although the Partnership believes that its
anticipated future results, performance or achievements expressed
or implied by the forward-looking statements and information are
based upon reasonable assumptions and expectations, the reader
should not place undue reliance on forward-looking statements and
information because they involve known and unknown risks,
uncertainties and other factors, many of which are beyond its
control, which may cause the actual results, performance or
achievements of the Partnership to differ materially from
anticipated future results, performance or achievement expressed or
implied by such forward-looking statements and information.
Factors that could cause actual results to
differ materially from those contemplated or implied by
forward-looking statements and information include, but are not
limited to: the financial performance of Brookfield Asset
Management Inc., the impact or unanticipated impact of general
economic, political and market factors; the behavior of financial
markets, including fluctuations in interest and foreign exchanges
rates; global equity and capital markets and the availability of
equity and debt financing and refinancing within these markets;
strategic actions including dispositions; changes in accounting
policies and methods used to report financial condition (including
uncertainties associated with critical accounting assumptions and
estimates); the effect of applying future accounting changes;
business competition; operational and reputational risks;
technological change; changes in government regulation and
legislation; changes in tax laws, catastrophic events, such as
earthquakes and hurricanes; the possible impact of international
conflicts and other developments including terrorist acts; and
other risks and factors detailed from time to time in the
Partnership’s documents filed with the securities regulators in
Canada.
The Partnership cautions that the foregoing list
of important factors that may affect future results is not
exhaustive. When relying on the Partnership’s forward-looking
statements and information, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. Except as required by law, the Partnership
undertakes no obligation to publicly update or revise any
forward-looking statements and information, whether written or
oral, that may be as a result of new information, future events or
otherwise.
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