Tarkett Sommer announces intended acquisition of all outstanding Domco Tarkett common shares
The offer will be made to enable Domco Tarkett to become a privately-held company and will provide liquidity to the minority shareholders for all their investment at a substantial premium.
There are currently approximately 25.4 million shares of Domco Tarkett outstanding of which Tarkett Sommer currently holds indirectly approximately 18.9 million shares, or 74.5 percent. If all shares subject to the offer are tendered, Tarkett Sommer will indirectly hold 100 percent of the outstanding shares of Domco Tarkett, upon completion of the proposed transaction.
In accordance with applicable securities regulatory requirements, it is expected that Domco Tarkett's Board of Directors will establish a committee of independent directors, which will supervise a valuation process, review the terms and conditions of the Tarkett Sommer offer and report on these to the Board of Directors of Domco Tarkett.
Tarkett Sommer will make its offer by way of an all-cash takeover bid to be governed by applicable securities laws. The offer circular is expected to be mailed to all registered shareholders of Domco Tarkett as soon as possible after the formal valuation of Domco Tarkett has been completed and made available to Tarkett Sommer by the Board of Directors of Domco Tarkett.
The takeover bid will be subject to customary terms and conditions, although it will not be subject to any minimum number of shares tendered pursuant to the offer. In the event that the minority shareholders of Domco Tarkett tender 90 percent or more of their common shares, Tarkett Sommer intends to acquire the remaining shares pursuant to the provisions of the Canada Business Corporations Act respecting compulsory acquisitions. As well, if the minority shareholders of Domco tender less than 90 percent of their common shares but more than 50 percent, Tarkett Sommer may cause a special meeting of the shareholders of Domco Tarkett to be called to consider an amalgamation or other transaction enabling Tarkett Sommer or an affiliate to acquire all the common shares not acquired pursuant to the offer.