SMK Speedy International Aquired by Minute Muffler & Brake

SMK Speedy International Inc. announced today that it has entered into an agreement with 578098 Alberta Ltd. (operating as Minute Muffler & Brake)pursuant to which a subsidiary of Minute will acquire all of the issued and outstanding common shares of SMK by way of plan of arrangement for approximately $83 million or $5.95 per share, subject to adjustment, in a combination of cash and notes. Minute, a Lethbridge, Alberta-based auto service centre franchise operator, is controlled by Dorsy Asplund, a pioneer in the automotive aftermarket industry in Western Canada. The transaction is expected to close on or about January 7, 2004.
“Over the last number of years, we have focussed on maximizing shareholder value,” said Bryan H. Held, President and Chief Executive Officer of SMK. “After evaluating many strategic alternatives to achieve this
objective, we believe that this transaction is an excellent opportunity for our shareholders to realize value.”
“Speedy Auto Service is a well recognized brand,” said Mr. Asplund,who intends to continue operating under the name. “This transaction offers great synergies for our respective business operations. We immediately move to a strong all Canadian profile and a much broader foundation for our franchise
operation. It is our intention to franchise the current company-owned SMK locations over time and retain the underlying real estate as a company asset.”
“The acquisition by Minute is the culmination of much hard work to find the right deal for our company,” said Martin Goldfarb, Chairman of SMK. “We made a decision some time ago to explore strategic opportunities for the
company. We’ve fielded a number of expressions of interest since then and considered several potential transactions before entering into this agreement with Minute.”
The transaction is being financed in part through an approved credit facility arranged with a major Canadian chartered bank. In addition, SMK is expected to have approximately $37.5 million of cash on hand prior to closing the transaction. The cash portion of the purchase price is expected to be
in the range of $47 million or approximately $3.38 per share, subject to adjustment in the event SMK has greater than or less than $37.5 million of cash on hand at closing. SMK and Minute plan to make an announcement of
any purchase price adjustment to the final purchase price on or about December 30, 2003.
The transaction will proceed by way of plan of arrangement and is subject to Court and shareholder approval. A special meeting of SMK shareholders will be held on January 5, 2004. Meeting materials will be mailed to SMK shareholders in mid December.
The Goldfarb Corporation, the majority shareholder of SMK, also announced today that it has entered into a support agreement with Minute, pursuant to which it will vote in favour of the transaction at the SMK special
meeting.
The obligations under the support agreement are subject to the condition that the shareholders of The Goldfarb Corporation vote in favour of a special resolution authorizing The Goldfarb Corporation to vote in favour of the transaction at the SMK meeting. The Goldfarb Corporation is controlled by
members of the Goldfarb family, several of whom have also entered into support agreements with Minute to vote in favour of the special resolution at the shareholder meeting for The Goldfarb Corporation. The arrangement agreement and the various support agreements can be terminated in certain circumstances in the case of a competing offer, in which case a termination fee of $2 million is payable to Minute.
The board of directors of SMK has unanimously determined that the proposed transaction is in the best interests of the corporation and is
fair to its shareholders from a financial perspective and recommends that shareholders vote in favour of the proposed transaction. The
recommendation is based, in part, on a fairness opinion from Capital Canada Limited, an independent financial adviser to the SMK board of directors. Details of the directors’ recommendation, together with a copy of the fairness opinion,will be included in the information circular to be mailed to SMK shareholders in connection with the special meeting.
As part of the transaction, SMK will amalgamate with Minute’s acquisition subsidiary to form a wholly-owned subsidiary of Minute. The amalgamated company will continue under the name “SMK Speedy International Inc.” While the amalgamated company will continue to be a reporting issuer under applicable securities legislation, the shares of SMK will cease to trade on the Toronto Stock Exchange as of the closing date. Following the transaction, Dorsy Asplund will become the President and Chief Executive Officer of the amalgamated company and Mary Jane Allen, SMK’s Chief Financial Officer, will continue in that role. Bryan Held, SMK’s
President and CEO, will be engaged to provide transitional consulting services to the amalgamated company for a period expected not to exceed six months. Mr. Held will also serve as a director of the amalgamated company.
SMK Speedy International Inc. is a leading automobile service specialist with 123 stores in Canada that specialize in no appointment, while you wait service for brakes, exhaust, oil change services, maintenance, road handling, steering systems and tires for all makes of cars and light trucks. The common shares of SMK Speedy International Inc. are listed on the Toronto Stock Exchange and trade under the symbol “SMK”.
Minute Muffler and Brake is a private company with its head office in Lethbridge, Alberta. Minute is a leading automotive service specialist with 115 franchised stores in Canada that specialize in no-appointment, while-you-wait service for exhaust, brake and wheel (road handling, steering and driveline), for all makes of cars and light trucks.