What is the Offer?
The Offeror is offering to purchase, on the terms and subject to the conditions of the Offer, all of the Common Shares, including any Common Shares that may become issued and outstanding after the date of the Offer but prior to the Expiry Time upon the exercise of Options, at the Offer Price of $0.16 in cash per Common Share. The Offer Price represents a 52% premium to Dealnet’s 30-day volume weighted average price on the TSX-V for the period ending August 21, 2020 (the last trading day prior to the announcement of the Offer), a 93% premium to Dealnet’s 90-day volume weighted average price on the TSX-V for the period ending August 21, 2020 and a 33% premium to Dealnet’s closing price on the TSX-V on August 21, 2020. The Offer is open for acceptance by Shareholders until 5:00 p.m. (Toronto time) on October 14, 2020 and is conditional upon, among other things, there being validly deposited or tendered under the Offer and not withdrawn at the Expiry Time that number of Common Shares that, together with any Common Shares (if any) beneficially owned, or over which control or direction is exercised, by the Offeror and any person acting jointly or in concert with the Offeror, represent not less than 66⅔% of the Common Shares then outstanding on a fully-diluted basis.
Full details concerning the conditions of the Offer are set out in the Offer and Circular dated September 9, 2020.
Who is making the Offer?
The Offer is being made by Simply Group Acquisition Corp., an affiliate of Simply Green. Both the Offeror and Simply Green are incorporated under the laws of the province of Ontario. The registered address and head office address of the Offeror and Simply Green is located at 2225 Sheppard Avenue East, Suite 800, North York, Ontario M2J 5C2. Simply Green provides consumers and businesses with financing solutions that afford them greater flexibility to improve their energy-efficiency and invest in the modernization of their residential, commercial and industrial properties and projects. The Offeror and Simply Green are each beneficially owned by Lawrence Krimker.
Should I accept the Offer?
The Board UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer and DEPOSIT their Common Shares under the Offer. The reasons for the recommendation of the Board are set out in this Directors’ Circular under the heading “Recommendation of the Board to Shareholders”. All of Dealnet’s directors and executive officers, representing approximately 3.4% of the issued and outstanding Common Shares, on a non-diluted basis, have entered into lock-up agreements with Simply Green pursuant to which they have agreed, among other things, to deposit all of their Common Shares under the Offer.
How do I accept the Offer?
The Offeror has indicated that Shareholders who wish to accept the Offer must complete and execute the Letter of Transmittal (printed on YELLOW paper) accompanying the Offer and Circular (or a manually executed facsimile thereof) in accordance with the instructions set forth therein and deposit the completed Letter of Transmittal, together with the certificates representing the Common Shares being deposited and all other documents required by the Letter of Transmittal, to Kingsdale Advisors (the “Depositary and Information Agent”) at its office in Toronto, Ontario at the address indicated in the Letter of Transmittal at or prior to the Expiry Time. Alternatively, Shareholders may (i) accept the Offer by following the procedures for book-based transfer of Common Shares described under Section 3 of the Offer, “Manner of Acceptance — Acceptance by Book-Entry Transfer” or (ii) accept the Offer where the certificates representing the Common Shares are not immediately available, or if the certificates and all of the required documents cannot be provided to the Depositary and Information Agent at or prior to the Expiry Time, by following the procedures for guaranteed delivery described under Section 3 of the Offer, “Manner of Acceptance — Procedure for Guaranteed Delivery” using the Notice of Guaranteed Delivery (printed on PINK paper) accompanying the Offer and Circular (or a manually executed facsimile thereof). For additional information, Dealnet shareholders should contact the Depositary and Information Agent, Kingsdale Advisors, toll free in North America at 1-866-851-3214 or call collect outside North America at 416-867-2272 or by email at email@example.com
If your Common Shares are registered in the name of an investment advisor, stockbroker, bank,trust company or other nominee, you should immediately contact that nominee for assistance if you wish to accept the Offer in order to take the necessary steps to be able to deposit your Common Shares under the Offer. Intermediaries likely have established deposit cut-off times that are prior to the Expiry Time. Shareholders must instruct their brokers or other intermediaries promptly if they wish to deposit their Common Shares.
Why does the Board believe the Offer should be accepted?
The Board took into account numerous factors in making the UNANIMOUS RECOMMENDATION that
Shareholders ACCEPT the Offer and DEPOSIT their Common Shares under the Offer, including:
Significant Premium for Shareholders. The Offer Price represents a 52% premium to Dealnet’s 30‐day VWAP on the TSX-V for the period ending August 21, 2020 (the last trading day prior to the announcement of the Offer), a 93% premium to the 90-day VWAP on the TSXV for the period ending August 21, 2020 and a 33% premium to the Company’s closing price on August 21, 2020.
Cash Provides Certainty of Value and Liquidity. The consideration under the Offer is all cash, which allows Shareholders to immediately realize value for all of their investment and provides certainty of value and immediate liquidity.
No Financing Condition. The Offer is not subject to any financing condition. The Offeror intends to fund the cash consideration for the Common Shares through available cash resources and has secured, on a firm, committed basis, all of the financing required to fund the cash consideration payable for the Common Shares. Shareholders benefit from removal of financing, market, regulatory, and execution risks.
Result of Extensive Strategic Review. The unanimous Board recommendation for the Offer is the result of a strategic review process carried out by Origin on behalf of the Company. The strategic review process was conducted from May 2020 to August 2020. Origin contacted 53 parties in connection with a potential acquisition transaction. Of the 53 parties contacted, 14 parties executed non-disclosure agreements and four bids were received in total. Of the four bids, three were en bloc bids and one was limited to the purchase of One Contact Canada Inc. and One Contact Inc. The consideration under the Offer represents the highest offer price attained as a result of this extensive strategic review process.
Fairness Opinion. The Board has received an opinion from its financial advisor, Origin, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, explanations and limitations and other matters described therein, the consideration payable under the Offer to Shareholders is fair, from a financial point of view, to Shareholders. The full text of the Fairness Opinion is attached as Appendix “B” to the Directors’ Circular. The Board recommends that Shareholders read the Fairness Opinion in its entirety.
Compelling Value Relative to Alternatives. The Board believes, after a thorough review and after receiving legal and financial advice, that the immediate cash value offered to Shareholders under the Offer is more favourable to Shareholders than the potential value that might have resulted from other alternatives reasonably available to the Company, including remaining as a stand-alone entity and pursuing the Company’s existing strategy, in each case taking into consideration the potential rewards, risks, timelines and uncertainties associated with those other alternatives. The Board assessed each reasonably available alternative (including maintaining the status quo) throughout the strategic review process and ultimately concluded that the Offer was the most favourable alternative to unlock value today for Shareholders.
Ability to Respond to Superior Proposals. The Board has reserved the ability to respond to unsolicited proposals that may deliver greater value to Shareholders than the Offer. Theterms and conditions of the Support Agreement do not prevent an unsolicited third party from proposing or making a Superior Proposal or, provided Dealnet complies with the terms of the Support Agreement, preclude the Board from responding to, considering and acting on, aSuperior Proposal. The Company is permitted to terminate the Support Agreement to accept, approve or recommend a Superior Proposal that is made and not matched by the Offeror provided that Dealnet pays the Offeror a termination amount of $2,250,000.
Likelihood of Completion. The Offer has a high likelihood of completion given the limited number of conditions necessary for the Offeror to take up and pay for Common Shares an the limited range of termination rights under the Support Agreement. In particular, the Offer is not subject to a financing condition. In light of the foregoing, the Board believes that the Offer is likely to be completed in accordance with its terms and within a reasonable time.
Arm’s Length Negotiations. Active, arm’s length negotiations between the Board and Simply Green resulted in the price of the Offer being increased multiple times during its negotiations with Simply Green and finally agreed upon at an amount considered to be fair, from a financial point of view, to Shareholders, based on the financial and legal advice received by the Board, including the Fairness Opinion, subject to the scope of review, assumptions and limitations and other matters described therein.
Lock-Up Agreements. Based on the reasons underpinning the Board’s recommendation, each of Dealnet’s directors and executive officers have entered into lock-up agreements with Simply Green pursuant to which they have agreed to, inter alia, support the Offer and to deposit all of their Common Shares under the Offer. Such directors and executive officers of the Company hold, in aggregate, approximately 3.4% of the issued and to be issued Common Shares on a non-diluted basis. A discussion of the reasons for the recommendation of the Board is included in the Directors’ Circular under the heading “Recommendation of the Board of Directors to Shareholders”.
How long do I have to decide whether to deposit my Shares under the Offer?
You have until the Expiry Time of the Offer to deposit your Common Shares thereto, however beneficial shareholders should be aware that their intermediary may impose an earlier deadline for deposit.. The Offer is scheduled to expire at 5:00 p.m. (Toronto time) on October 14, 2020, unless it is extended. See Section 2 of the Offer, “Time for Acceptance”. If the Offeror takes up Common Shares validly deposited under the Offer and not properly withdrawn immediately after the Expiry Time, the Offeror will extend the Offer for an additional period of 10 days following the Expiry Time. The Offeror may also extend the Offer for one or more additional periods thereafter.
If I accept the Offer, when will I be paid?
The Offer and Circular indicates that, provided all of the conditions to the Offer have been satisfied or waived by the Offeror at or prior to the Expiry Time, the Offeror will take up the Common Shares deposited by Shareholders and pay for such Common Shares as soon as possible, and in any event not later than three business days after the Common Shares deposited are taken up. Any Common Shares deposited pursuant to the Offer after the first date on which Common Shares have been taken up and paid for by the Offeror must be taken up and paid for within 10 days of such deposit. See Section 6 of the Offer, “Take-Up and Payment for Deposited Common Shares”.
What happens if the minimum tender condition of 66⅔ of the outstanding Common Shares (on a fully-diluted basis) is not met?
If the minimum tender condition is not met, the Offeror may or may not extend or amend the Offer.
What happens if the Offer is not completed?
There are risks to the Company if the Offer is not completed, including significant transaction costs and expenses to Dealnet in pursuing the Offer, the diversion of management’s attention away from operating the business and the potential impact on Dealnet’s relationships with its employees, consumers, dealers, funders, lenders, suppliers and partners.
If the Offer is terminated and the Board decides to seek another transaction, there is no assurance that the Company will be able to find a party willing to pay greater or equivalent value compared to the Offer Price available to Shareholders under the Offer or that the continued operation of the Company under its current business model will yield equivalent or greater value to Shareholders compared to that available under the Offer.
If the Offer is terminated in certain circumstances, the Company may be required to pay the Company Termination Amount.
Who do I ask if I have more questions?
The Board recommends that you read the information contained in the Directors’ Circular carefully. You should contact your investment dealer, broker, lawyer or other professional advisor with any questions or requests for assistance. Questions regarding the Offer and requests for assistance in depositing Common Shares may be directed to the Depositary and Information Agent, Kingsdale Advisors, toll free in North America at 1-866-851-3214 or call collect outside North America at 416-867-227 or by email at firstname.lastname@example.org.
Additional copies of the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from the Depositary and Information Agent at its office as set forth on the last page of the Offer Circular.