PRT Growing Services agrees to $4.45 per common share acquisition proposal from Mill Road Capital

Nov 06, 2012. /Lesprom Network/. PRT Growing Services Ltd. and Mill Road Capital, L.P. have entered into a definitive agreement (the "Agreement") pursuant to which an entity controlled by Mill Road will acquire all of the issued and outstanding common shares of PRT for $4.45 in cash in respect of each common share, as the company said in the press release received by Lesprom Network. The transaction represents a premium of 27.1% to PRT's closing trading price of $3.50 on the TSX on November 1, 2012, a 26.5% premium based on the volume weighted average trading price of PRT shares on the TSX for the 20 prior trading days and a 34.2% premium based on the volume weighted average trading price for the 90 prior trading days. The proposed transaction values PRT at approximately $45.6 million on a fully diluted in the money basis. PRT Chairman, Robert Withers commented: "With evidence of a sustained recovery from the recession and considering the changes to the Income Tax Act regarding income trusts, as previously announced, the Board decided to review the Corporation's strategic alternatives earlier this year in order to maximize shareholder value and liquidity. One of those alternatives was to determine whether obtaining an offer to shareholders for a sale of the Corporation was suitable for shareholders to consider. After broadly marketing the Corporation to both industry and sophisticated financial buyers, we believe that an offer to shareholders at a price that provides compelling value, certainty and liquidity to our shareholders while strengthening PRT's future growth prospects is the right approach. Our directors unanimously believe this is the best way to maximize value while providing the Corporation with partners who share our commitment to customers, employees and the markets we serve." A meeting of shareholders of PRT will be held on or about December 12, 2012 to consider, and if deemed appropriate, to approve the transaction. After careful consideration of the alternatives, including a unanimous recommendation from the Special Committee and advice from the Corporation's financial and legal advisors, the Board of Directors of PRT unanimously recommends that shareholders vote in favour of the proposed transaction. "After 24 years of operation, I am very proud of our achievements. We have recovered from the recession exceptionally well, we have grown to become the largest company of its kind in North America and we plan to continue to operate and improve our business the way we always have. Partnering with Mill Road as a private company will allow us to do this more efficiently," said Robert Miller, CEO of PRT. PRT Growing Services Ltd. is a seedling propagator and the largest producer of container grown forest seedlings in North America, currently operating 13 nursery locations expected to produce over 160 million seedlings in 2012.