On Aug. 9, Park Lawn Corp. announced the successful completion of its previously-announced transaction involving Viridian Acquisition Inc., a wholly-owned subsidiary of Viridian Holdings LP, a limited partnership collectively owned by Homesteaders Life Company and certain funds the general partner of which is Birch Hill Equity Partners Management Inc.
Pursuant to the Arrangement, among other things, the purchaser acquired all of the issued and outstanding common shares of Park Lawn for cash consideration of $26.50 per common share. The Arrangement became effective on Aug. 9.
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 corp.actions@odysseytrust.com.
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 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, 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. 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.
