TORONTO, ONTARIO--(Marketwired - Jul 9, 2014) - Deepak Ruparell announced today that 2525138 Ontario Inc., a corporation controlled by him (the "Purchaser"), has entered into voting support agreements with shareholders of Northampton Group Inc. ("NGI") collectively owning approximately 65% of the outstanding common shares, and 100% of the outstanding voting preference shares, of NGI, to vote their shares in favour of a transaction proposed by the Purchaser. Pursuant to the proposed transaction the Purchaser would acquire all shares of NGI not already owned or controlled by Deepak Ruparell in an all cash transaction valued at $38 million.
Under the proposed transaction shareholders of NGI would receive $1.40 per common share in cash and $0.20 per preference share in cash. The common shares of NGI are listed for trading on the TSX Venture Exchange. The purchase price for the common shares represents a premium of 55.6% to the NGI closing price of $0.90 on July 8, 2014 and 47.4% of the 90-day volume weighted average stock price.
Mr. Ruparell already beneficially owns and controls 3,922,550 common shares of NGI representing approximately 15% of the issued and outstanding common shares.
Entities controlled by Mr. Ruparell own interests in joint ventures and corporations in which NGI has interests and Mr. Ruparell proposes, at the same time as the purchase of shares of NGI, to acquire certain of the interests of the other parties in such corporations.
The voting support agreements contemplate that the proposed transaction would be implemented through a court-approved Plan of Arrangement under the Business Corporations Act (Ontario) and would be subject to the approval of NGI common shareholders and preference shareholders, court and regulatory approval and other customary closing conditions.
The Purchaser has advised NGI of the entering into of the voting support agreements and has requested to enter into formal discussions with NGI with respect to the proposed transaction.