Prime Restaurants Inc. Completes Sale to Fairfax
|Areas||Competition, Antitrust and Foreign Investment, Corporate Finance and Securities, Litigation, Private Equity, Tax|
Goodmans represented Prime Restaurants Inc. and its Special Committee (TSX: EAT) (“Prime”) who on November 21, 2011, announced that it had received an offer from Fairfax Financial Holdings Limited ("Fairfax") to acquire all of the issued and outstanding class A limited voting shares and restricted share units ("RSUs") of Prime by way of a plan of arrangement (the "Fairfax Offer").
The total consideration payable by Fairfax is approximately $71 million, equivalent to $7.75 per share or RSU. Under the Fairfax Offer, shareholders would receive $7.50 per share in cash from Fairfax. In addition, Fairfax would pay approximately $2.2 million to Prime to pay certain expenses associated with the Fairfax Offer including the termination payment to Cara, with any remainder available to be distributed to shareholders as a special dividend. The amount of the special dividend to be paid, if any, could not exceed $0.25 per share.
Prime had previously entered into an acquisition agreement (the Cara Agreement) with Cara, whereby Cara agreed to acquire all of the issued and outstanding Shares of the Company by way of plan of arrangement (the Cara Offer). Under the Cara Offer, Shareholders would receive a total of $7.00 per share on the effective date, comprised of $6.75 per Share payable by Cara in cash and $0.25 per share as a special dividend from Prime.
On November 28, 2011, Prime announced that it terminated the acquisition agreement between Cara and Prime and has entered into an acquisition agreement with Fairfax. Additionally, Prime announced that it entered into a settlement agreement with Cara, Fairfax and certain executive officers of Prime pursuant to which the parties have agreed to a full and mutual release of all obligations relating to the Cara Agreement and Cara’s proposed acquisition of Prime.
On January 10, 2012, Fairfax completed its acquisition of Prime. Prime shareholders received $7.50 per share in cash from Fairfax and a special dividend in the amount of $0.08 per share from Prime.