TORONTO, ONTARIO -- (Marketwired) -- 04/30/13 -- West Street Capital Corporation (TSX VENTURE: WSC)(TSX VENTURE: WSC.PR.A) ("West Street" or the "company") announced today that its major shareholder, Brookfield Asset Management Inc. ("Brookfield"), has commenced its offer to acquire all of the issued and outstanding common shares of the company (the "Common Shares") that Brookfield does not currently own at a price of $0.21 for each Common Share (the "Offer"), and has mailed the Offer and take-over bid circular to the Company's shareholders (the "Shareholders"). The directors' circular of the Company's board of directors (the "Board") has been mailed concurrently with the Offer and take-over bid circular.
The company's board of directors established a special committee of independent directors (the "Special Committee") to review the offer. KPMG Corporate Finance Inc. ("KPMG") acted as independent valuator and financial advisor to the Special Committee. KPMG delivered a fairness opinion to the Board of Directors and the Special Committee to the effect that, as of the date thereof and subject to the assumptions, limitations and qualifications contained therein, the consideration offered for the Common Shares pursuant to the Offer is fair, from a financial point of view, to holders of the Common Shares.
Following its review of the terms and conditions of the Offer and the valuation and fairness opinion of KPMG, as well as its consideration of a number of factors, the Special Committee unanimously recommended the Offer to the Board of Directors. After receiving the recommendation of the Special Committee, the Board of Directors (with Messrs. Driman, Lawson, Lochan and Shah declaring their interest and abstaining) has unanimously determined that the Offer is in the best interests of the company and its shareholders and unanimously recommends that holders of the Common Shares accept the Offer and deposit their Common Shares under the Offer.
The Offer will be open for acceptance until 5:00 p.m. (Eastern) on June 4, 2013 (the "Expiry Time") unless extended or withdrawn. Brookfield has advised the company that it intends to proceed with a second-stage transaction to acquire any Common Shares not tendered under the Offer. Full details of the Offer are contained in the take-over bid circular of Brookfield and the company's directors' circular, copies of which are available under the company's profile at www.sedar.com.
CIBC Mellon Trust Company is the depositary for the Offer. Shareholders can obtain copies of the take-over bid circular and related materials at no charge from the depositary at 1-800-387-0825 or by email at firstname.lastname@example.org. Shareholders whose Shares are registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee should contact such nominee if they wish to accept the Offer.
West Street Capital Corporation
Mabel W.H. Wong
Vice President, Finance
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