TORONTO, ONTARIO – August 9, 2024 – Park Lawn Corporation (TSX: PLC, PLC.U) (“Park Lawn” or “PLC“) is pleased to announce the successful completion of its previously-announced plan of arrangement transaction (the “Arrangement“) involving Viridian Acquisition Inc. (the “Purchaser“), a wholly-owned subsidiary of Viridian Holdings LP, a limited partnership collectively owned by Homesteaders Life Company (“Homesteaders“) and certain funds the general partner of which is Birch Hill Equity Partners Management Inc. (“Birch Hill“).
Pursuant to the Arrangement, among other things, the Purchaser acquired all of the issued and outstanding common shares of Park Lawn (the “Common Shares“) for cash consideration of $26.50 per Common Share (the “Consideration“). The Arrangement became effective earlier today.
Registered shareholders are reminded that, in order to receive the Consideration in exchange for their Common Shares, they must complete, sign and return the letter of transmittal to Odyssey Trust Company, in its capacity as depositary under the Arrangement, together with the certificate(s) or DRS advice(s) representing their Common Shares. If you have any questions or require further information regarding the procedures for receiving the Consideration, please contact Odyssey Trust Company, by telephone at 1-888-290-1175 (toll-free within North America) or at 1-587-885-0960 (outside of North America), or by e-mail at [email protected].
Non-registered shareholders and debentureholders should receive the consideration to which they are entitled under the Arrangement directly in their brokerage accounts. Non-registered shareholders and debentureholders should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the consideration to which they are entitled under the Arrangement.
As a result of the completion of the Arrangement, the Common Shares and the 5.75% senior unsecured debentures of Park Lawn (the “Debentures“) are expected to be delisted from the Toronto Stock Exchange within two business days of closing. Park Lawn has submitted an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
Further details regarding the Arrangement are set out in Park Lawn’s management information circular dated June 27, 2024 (the “Circular“), which is available on SEDAR+ (www.sedarplus.ca) under Park Lawn’s issuer profile.
Required Early Warning Report Information
Prior to completion of the Arrangement, the Purchaser did not have beneficial ownership of, or control or direction over, any Common Shares. Upon completion of the Arrangement, the Purchaser beneficially owns, or exercises control or direction over, 34,466,909 Common Shares in aggregate, representing 100% of the issued and outstanding Common Shares.
An early warning report will be filed in accordance with applicable securities laws and will be available on Park Lawn’s SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Viridian Acquisition Inc., 81 Bay Street, Unit 4510, Toronto, Ontario, M5J 0E7, Attention: Sean Makins, 416-775-3800.
Park Lawn’s head office is located at 2 St. Clair Avenue East, Suite 705, Toronto, Ontario, M4T 2T5.
Advisors
National Bank Financial acted as financial advisor to the special committee of independent directors of Park Lawn (the “Special Committee“). Bennett Jones LLP and Morgan, Lewis & Bockius LLP acted as legal advisors to the Special Committee and Park Lawn.
BMO Capital Markets acted as financial advisor to the Purchaser. Torys LLP, Faegre Drinker Biddle & Reath LLP and Paul Weiss Rifkind Wharton & Garrison LLP acted as legal advisors to Homesteaders. Stikeman Elliott LLP acted as legal advisor to Birch Hill.
About Park Lawn
PLC is a funeral, cremation and cemetery provider. PLC and its subsidiaries own and operate businesses including cemeteries, crematoria, funeral homes, chapels and event centers throughout Canada and the United States which provide a full range of services and merchandise to fulfill the desires of individuals and families seeking to honor their loved ones. Products and services can be customized to meet the personal needs of the consumer and are sold on a pre-planned basis (pre-need) or at the time of a death (at-need). PLC operates in two Canadian provinces and seventeen U.S. states. For more information about Park Lawn Corporation, please visit our website at www.parklawncorp.com.
About Homesteaders
Homesteaders, a mutual insurance company based in West Des Moines, Iowa, is a national leader providing products and services to promote and support the funding of advance funeral planning and end-of-life expenses. Homesteaders is a trusted, reliable and secure source of end-of-life funding for thousands of funeral professionals and the families they serve.
About Birch Hill
Birch Hill is a Canadian mid-market private equity firm with a long history of driving growth in its portfolio companies and delivering returns to its investors. Based in Toronto, Birch Hill currently has $5 billion in capital under management. Since 1994, the firm has made 71 investments, with 57 fully realized. Today, Birch Hill’s 14 partner companies collectively represent one of Canada’s largest corporate entities with over $9 billion in total revenue and more than 30,000 employees.
Cautionary Note – Forward-Looking Statements
Certain statements contained in this news release contain “forward-looking information” within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might”, “have potential” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements”. Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, the timing and ability of PLC to cause the Common Shares and the Debentures to be delisted from the Toronto Stock Exchange; and the timing and ability of PLC to obtain an order that it has ceased to be a reporting issuer and to terminate its public reporting requirements.
Although PLC believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of PLC, and its management and board of directors, as of the date hereof. PLC cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by PLC will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, PLC, the current shareholder, or its future results and performance of PLC. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the Circular available on SEDAR+ (www.sedarplus.ca) under PLC’s issuer profile and on PLC’s website.
Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of PLC at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and PLC disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of PLC.
Contact Information:
Daniel Millett
Chief Financial Officer
(416) 231-1462, ext. 221
[email protected]
