Boyd Group Initiates "Trust Fund"

The Boyd Group Inc. of Winnipeg, Man., which operates a number of collision repair-related businesses in Canada and the U.S., announced today that its board of directors has unanimously approved the reorganization of its capital and the creation of an income fund that will be sued to complete an IPO
Boyd has received approval today from the Manitoba Court of Queen’s Bench to proceed with a special meeting of security to vote on the reorganization.
The arrangement is subject to a number of approvals and conditions, including regulatory and final court approval, security holder approval to be sought at the Special Meeting proposed to be held on January 24, 2003, and the completion of a public offering by the fund.
The fund proposes to complete an initial public offering (the “IPO”) of up to $17 million of trust units with a syndicate of underwriters led by Canaccord Capital Corporation and Wellington West Capital Inc. The preliminary prospectus in connection with the IPO is expected to be filed with securities regulators during the week of December 30, 2002 and the marketing of the offering is expected to take place prior to the Special Meeting.
The fund anticipates pricing the offering shortly after security holder and final court approval of the Arrangement. Closing of the IPO and completion of the Arrangement is expected to occur on or about January 31, 2003. The board of directors of Boyd has unanimously determined that the arrangement is in the best interests of the company and its security holders and accordingly recommends approval of the Arrangement by all security holders.
In establishing the terms of the arrangement and in making its recommendation, the board of directors considered the following factors:
1. A fairness opinion delivered by Griffiths McBurney & Partners who were engaged by an independent committee of the board of directors of Boyd to consider and evaluate the arrangement and assess the fairness of the transaction, from a financial point of view, to the company’s Class A (restricted voting) shareholders;
2. Cash flow available from the business currently conducted by Boyd, after interest, capital expenditures and the fulfilment of other cash requirements will go to making regular monthly cash distributions to security holders;
3. It is anticipated that the fund structure will result in a higher trading range for the units than the historical trading range for Class A (restricted voting) shares of Boyd, thereby providing Boyd security holders with enhanced value, facilitating the opportunity to raise additional funding on acceptable terms and to providing a more attractive form of currency to be utilized in future acquisitions; and
4. It is anticipated that the fund structure will result in enhanced liquidity for security holders of the fund.