|
NOT FOR DISTRIBUTION IN THE UNITED
STATES OR OVER U.S. WIRE SERVICES
ARCTIC GROUP ANNOUNCES NEW STRUCTURE TO MAXIMIZE SHAREHOLDER
VALUE
Winnipeg, Manitoba - The Arctic Group Inc. (AGP:TSE) announced
today that its Board of Directors has agreed to propose a reorganization
of the company ("the Transaction") as an income trust
to be called the Arctic Glacier Income Fund (the "Fund").
The proposed reorganization is the cornerstone of a plan to unlock
the value of the significant cash flows generated by the company,
strengthen its financial position, and provide an enhanced platform
for growth. The Transaction will be accomplished by way of a Plan
of Arrangement ("Arrangement") that is subject to approval
by shareholders and holders of convertible debentures at a meeting
to be held on March 11, 2002. The Plan of Arrangement will also
be subject to court and other regulatory approvals.
Under the terms of the Transaction, existing shareholders of The
Arctic Group Inc. ("Arctic") will indirectly receive one
unit of the newly established Fund in exchange for six common shares
of Arctic, which currently has 36.26 million shares outstanding.
Concurrent with this reorganization, the Fund will file a prospectus
in connection with an initial public offering (IPO) with the intent
to raise approximately $85 million of trust units and will enter
into a new bank credit facility. The Fund has received conditional
approval from the TSE to trade under the symbol AG.UN.
After completion of the Plan of Arrangement, the Fund will own
all of the common shares of the operating company that will carry
on the business currently conducted by Arctic and operate under
the name Arctic Glacier Inc. Cash flow available from the business
after interest, capital expenditures and the fulfillment of other
cash requirements will flow to the Fund. The Fund's policy will
be to make monthly distributions of its available cash to the maximum
extent possible.
Based on actual results for the first eleven months of 2001, management
of Arctic estimates that, organized as an income trust and recapitalized,
Arctic would have generated distributable cash of at least $15.8
million on a pro-forma basis during this period. This assumes gross
proceeds of $85 million from the IPO and $53 million of debt drawn
under the new credit facility, which will be used to payout essentially
all of the current credit facilities and long term debt, pay transaction
costs, and fund working capital for continued growth and expansion.
Arrangements have been made with Arctic's existing lenders to provide
for early retirement of these obligations, and the expiration of
warrants currently held by holders of subordinated debentures.
Reasons for Reorganizing
Arctic's business is characterized by high EBITDA (earnings before
interest, taxes, depreciation and amortization) margins combined
with minimal requirements for maintenance capital expenditures.
In addition, the company has reached the critical mass and geographic
diversification necessary to maintaining a strong and stable cash
flow base. Since becoming a public company in 1997, Arctic has been
able to consistently increase both revenue and EBITDA on a year
over year basis. These attributes provide a strong rationale for
reorganizing Arctic into an income trust.
Investors in income trusts generally value companies on a distribution
yield basis, much like a dividend yield, which is expected to result
in more favourable valuations of Fund units compared to existing
common shares. Following successful completion of the Fund's IPO,
it is expected that new investors will be attracted which should
provide a more active and liquid market for the Fund's units. With
better access to capital markets, and a much stronger balance sheet,
the Fund is expected to have improved opportunities to continue
to grow through acquisition.
There are other advantages that Arctic's management expects and
identifies resulting from reorganization as an income trust. The
recapitalized and strengthened balance sheet and new financing will
result in much lower leverage and a debt to equity ratio expected
to be less than 0.5 to 1, compared to 2.35 to 1 at September 30,
2001 in the existing corporate structure. Significantly lower interest
costs and borrowing rates are expected as a consequence of the refinancing
and reorganization.
Plan of Arrangement
The reorganization will be effected pursuant to an Arrangement
under the Business Corporations Act (Alberta). The Arrangement is
subject to the approval of at least 66 2/3% of the votes cast by
shareholders and option holders and by at least 66 2/3% of the votes
cast by the convertible debenture holders. Directors, management
and other insiders who control more than 50% of the company's issued
and outstanding shares have signed support agreements indicating
their intention to vote in favour of the Arrangement.
KPMG Corporate Finance Inc. has been retained by a special committee
of the Board of Directors of Arctic to provide an opinion to the
special committee and the Board of Directors as to the fairness
of the Arrangement, from a financial point of view, to the existing
Arctic shareholders.
In addition to the requirement for shareholder approval, the conversion
of common shares of Arctic into Fund units will be contingent on
the concurrent satisfaction of other conditions, including obtaining
regulatory and court approvals, completion of the IPO of units of
the Fund, finalization of the new bank credit facility, and repayment
of essentially all of the currently outstanding indebtedness of
Arctic.
The conversion of Arctic common shares into units of the Fund will
result in a disposition for current shareholders giving rise to
a gain or a loss for tax purposes. Current and potential investors
are encouraged to seek independent tax advice in respect of the
consequences to them of the Arrangement.
An information circular detailing the Plan of Arrangement will
be mailed to security holders in early February 2002 and will be
available on the internet at www.sedar.com and at www.arcticgroup.com
. The Special Meeting of holders of common shares, options to purchase
common shares, and convertible debentures to consider the transactions
will be held on March 11, 2002 in Winnipeg.
Public Offering
Concurrent with Arctic's reorganization as an income trust, the
Fund will undertake an IPO of approximately $85 million of trust
units with a syndicate of underwriters led by TD Securities Inc.
The preliminary prospectus in connection with the IPO is expected
to be filed with securities regulators during the week of February
11, 2002 and the marketing of the offering will take place prior
to the shareholders meeting on March 11, 2002. The Fund anticipates
pricing the offering shortly after shareholder and court approval
of the Plan of Arrangement. Closing is expected on or about March
20, 2002.
New Bank Credit Facility
The Arctic Group Inc. is a leading North American producer, marketer
and distributor of high-quality packaged ice products to consumers
in Canada and the United States under the brand name of Arctic Glacier
Premium Ice TM. The Arctic Group is committed to creating shareholder
value through prudent management and growing penetration of branded
ice products in key target markets.
For further information, call The Arctic Group Inc. TOLL FREE at
1-888-573-9237 or visit The Arctic Group's Web Site at www.arcticgroup.com
.
(Signed)
On behalf of the Management and the Board of Directors of The Arctic
Group Inc.,
Robert Nagy, Chairman & CEO.
The Toronto Stock Exchange does not approve or disapprove of the adequacy or accuracy of this release.
|