Parrish & Heimbecker completes acquisition of Thirdcoast Limited

Closing Date: 09/01/2012

Value: C$48 million 

Parrish & Heimbecker, Limited (P&H), a 103 year old privately held Canadian diversified agribusiness company with grain elevators, terminals and flour mills across Canada, completed the acquisition of Thirdcoast Limited (Thirdcoast) for $48 million by unsolicited take-over bid and subsequent compulsory acquisition.

P&H offered to acquire all of the issued Thirdcoast shares that it did not already at a price of $155 per share pursuant to an unsolicited take-over bid dated May 31, 2012 (the Offer). 

Following the conclusion of a contested hearing, the Ontario Securities Commission (OSC) issued a cease trade order on July 4, 2012, in connection with Thirdcoast's shareholder rights plan, while declining to interfere with P&H’s hard lockup agreements with certain shareholders of Thirdcoast.  The transaction also involved successful litigation before the Ontario Superior Court to temporarily block a possible asset sale.

P&H acquired control of Thirdcoast on the initial expiry of the Offer on July 5, 2012.  The Offer was extended to July 19, 2012 and resulted in P&H owning approximately 96 per cent of the outstanding common shares.  P&H acquired the balance of the outstanding common shares of Thirdcoast, effective September 1, 2012, by way of a compulsory acquisition under the Business Corporations Act (Ontario).

P&H was represented by Aikins, MacAulay & Thorvaldson LLP and BLG. The BLG team included Steve Suarez (tax), Alfred Page, David Surat and Paul Findlay (securities) and Christopher Bredt, David DiPaolo, Kara Beitel and Margot Finley (litigation).