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Toronto, September 25, 2024 /CNW/ – Sleep Country Canada Holdings Inc. (“Sleep Country” or the “Company”) Zzzzz is pleased to announce that it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement pursuant to section 192 of the Canada Business Corporations Act (the “Agreement”), pursuant to which 16133258 Canada Inc. (the “Buyer”), a newly formed and wholly owned subsidiary of Fairfax Financial Holdings Limited (“Fairfax”) FFH FFH will acquire all of the issued and outstanding common shares of Sleep Country by $35.00 in cash per common share.
The receipt of the final order follows Sleep Country's special shareholders meeting held on September 18, 2024 where the deal was overwhelmingly approved by Sleep Country shareholders.
Subject to the satisfaction or waiver of customary closing conditions in the settlement agreement July 21, 2024 between the Company, the Buyer and Fairfax (the “Arrangement Agreement”), the parties currently anticipate that the closing of the Agreement will occur on or about October 1, 2024.
Following completion of the Arrangement, Sleep Country's common shares are expected to cease trading on the Toronto Stock Exchange. Fairfax also intends to cause Sleep Country to apply to cease being a reporting issuer under applicable Canadian securities laws.
Full details of the Agreement and certain other matters are set forth in Sleep Country's management proxy circular dated August 16, 2024 (the “Circular”) which has been filed under its issuer profile on SEDAR+ in www.sedarplus.ca.
Forward-looking information
Certain information contained in this press release contains forward-looking information and forward-looking statements, which reflect our current view with respect to anticipated events, as well as the Company's objectives, plans, goals, strategies, outlook, results of operations, financial and operating performance, prospects and opportunities. Wherever used, the words “may,” “will,” “anticipate,” “expect,” “scheduled,” “intend” and similar expressions, identify forward-looking information and forward-looking statements. Forward-looking information included herein includes statements regarding: the anticipated timing of various steps to be completed in connection with the Arrangement, including the expected closing date of the Arrangement; the delisting of the Company's common shares from the Toronto Stock Exchange; Fairfax's intention to cause the Company to apply to cease being a reporting issuer; the ability of the parties to satisfy the other conditions to closing of the Arrangement; and other statements that are not historical facts. Forward-looking information and statements should not be construed as guarantees of future events, results or performance and will not necessarily be accurate indications of whether or when such events, results or performance will be achieved. All information contained in this press release that contains forward-looking information or forward-looking statements is qualified by these cautionary statements.
Forward-looking information and statements are based on information available to Sleep Country at the time they are made, underlying estimates, opinions and assumptions made by Sleep Country and management's current good faith belief regarding future strategies, prospects, events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally. Such risks and uncertainties include, but are not limited to, those described in the Circular, as well as the Company's management's discussion and analysis (“MD&A”) for the second quarter of 2024 in the “Risk Factors” sections and those described in the Company's 2023 annual information form (the “AIF”) filed on July 1, 2021. March 6, 2024which can be accessed in the Company's issuer profile on SEDAR+ at www.sedarplus.caIn addition, the forward-looking information in this press release is subject to a number of additional risks and uncertainties, including: the possibility that the Arrangement will not be completed on the terms and conditions, or at the time, currently contemplated, and that it will not be completed at all, due to the failure to obtain or satisfy, in a timely manner or otherwise, the closing conditions necessary to complete the Arrangement or for other reasons; failure to complete the Arrangement could adversely affect the price of the common stock or otherwise affect the business, financial condition or results of the Company; the Arrangement Agreement may be terminated by the parties under certain circumstances; significant transaction costs or unknown liabilities; while the Arrangement is pending, the Company is restricted from taking certain actions; the possibility of adverse reactions or changes in business relationships resulting from the completion of the Arrangement; certain of the Company's directors and officers may have interests in the Arrangement that are different from those of the Company's stockholders; risks related to tax matters; failure to realize the expected benefits of the Arrangement; risks related to the Company’s ability to retain and attract key personnel during the interim period; credit, market, currency, operational, liquidity and financing risks generally and specifically related to the Agreement, including changes in economic conditions, interest rates or tax rates; the Company and the Buyer may be subject to legal claims, securities class actions, derivative claims and other claims; and other risks inherent in the business conducted by the Company and/or factors beyond its control that could have a material adverse effect on the Company or its ability to complete the Agreement. Additional risks and uncertainties not currently known to the Company or that the Company currently believes to be less significant may also adversely affect the Company.
The Company cautions that the list of risk factors and uncertainties described above and in the Circular, the MD&A for the second quarter of 2024 and the AIF are not exhaustive and that, should certain risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual strategies, prospects, events, performance and results may vary materially from those expected. There can be no assurance that the strategies, prospects, results, performance, events or actual activities anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company. Readers are urged to carefully consider the risks, uncertainties and assumptions in evaluating forward-looking information and statements and are cautioned not to place undue reliance on such information and statements.
The Company undertakes no obligation to update such forward-looking information or statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
About Sleep Country
Sleep Country is Canada's leading sleep specialty retailer, dedicated to transforming lives by awakening Canadians to the power of sleep. Sleep Country operates under the retail brands Sleep Country Canada, Dormez-vous, the rest, Endy, Silk & Snow, Hush and Casper CanadaThe company has e-commerce and omnichannel operations, including 307 corporate stores and 18 warehouses across Canada. Recognized as one of Canada’s Most Admired Corporate Cultures in 2022 by Waterstone Human Capital, Sleep Country is committed to building a company culture of inclusion and diversity where differences are embraced and valued. The company actively invests in its sleep ecosystem, innovative products, world-class customer experience, communities and its people. To learn more about Sleep Country, visit https://ir.sleepcountry.ca.
About Fairfax
Fairfax is a holding company which, through its subsidiaries, is principally engaged in property and casualty insurance and reinsurance and associated investment management. For further information, please contact: Juan VarnellVice President of Corporate Development at (416) 367-4941.
SOURCE Sleep Country Canada Holdings Inc. Investor Relations
See original content: http://www.newswire.ca/en/releases/archive/September2024/25/c2156.html
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