West 49 Inc said it received an interim order from the Ontario Superior Court of Justice to proceed with a special shareholders' meet to consider the Canadian retailer's proposed takeover by Australia's Billabong International Ltd.
Last month, Billabong offered to acquire West 49 for CN$1.30
per share, representing a 136% premium at the time. The total value of
the all-cash deal was CN$99.0 million ($94.3 million). The move would
lift Billabong's store count from 90 to approximately 230 doors in the
North American region.
The special meeting is scheduled to be held on Aug. 24 in the Main Boardroom, 53rd
Floor of the offices of Stikeman Elliott LLP, 5300 Court Commerce West,
199 Bay Street, Toronto, Ontario on Tuesday, the 24th day of August,
2010, commencing at 10:30 a.m. (Toronto time).
The interim order provides for the calling and holding of the special
meeting and other procedural matters including, among other things,
that, to be approved, the proposed transaction with Billabong must be
approved by 66 2/3% of the holders of the company's common shares,
preferred shares and in-the-money stock options (i.e. those with an
exercise price of less than C$1.30) present at the special meeting and
voting together as a single class.
The company said its board of directors, based on the unanimous recommendation
of a special committee of independent directors, has unanimously
recommended that security holders vote in favor of the transaction.
Certain significant securityholders together with the Company's board of
directors, who collectively hold approximately 56% of the outstanding
common and preferred shares, have entered into lock-up agreements with
Billabong pursuant to which they have committed to vote their securities
in favour of this transaction, subject to certain terms and conditions.