MONTREAL, Quebec – Publicly traded RTA and youth furniture specialist Dorel Industries Inc. said it has reached an agreement in principle to be taken private by a buyer’s group that includes affiliates of Cerberus Capital Management L.P. and various family owners and management.
The family members include Martin Schwartz, president and CEO; Jeffrey Schwartz, executive vice president and chief financial officer; Alan Schwartz, executive vice president, operations; and Jeff Segal, executive vice president, sales and marketing.
The company said that the buyer group has submitted a non-binding proposal to purchase all of Dorel’s outstanding Class A multiple voting share and Class B subordinate voting shares not currently held by the family shareholders and their immediate families at a price of C$14.50 per share.
The company has granted the buyer group exclusivity through Nov. 10 to complete negotiations and enter into a definitive transaction between the company and the buyer group.
The proposal represents a 32% premium to the closing price of Dorel’s Class B subordinate voting shares on the Toronto Stock Exchange on Sept. 4, which was the date that the family shareholders granted exclusivity to Cerberus. For the periods ended Oct. 30, it represents a 19% premium to the 60-day volume weighted average trading price and a 7% premium to the 30-day volume weighted average trading price of Dorel’s Class B subordinate voting shares on the Toronto Stock Exchange.
The family shareholders — Martin Schwartz, Jeffrey Schwartz, Alan Schwartz and Jeff Segel — own directly or indirectly, or exercise control or direction over 3,999,960 Class A multiple voting shares and 2,231639 Class B subordinate voting shares. This represents 19.18% of Dorel’s outstanding shares on an economic basis and 60.17% on a voting basis. These family shareholders have made it known they are not interested in any alternative transaction, including the sale of their interests in Dorel or the sale of any of Dorel’s business segments or material assets.
The non-binding proposal is subject to the parties entering into a definitive agreement. The proposed transaction also is subject to shareholder, regulatory and court approvals including approval by a majority of votes cast by the company’s minority shareholders, which excludes the family shareholders, their immediate families and other holders of Class A multiple voting shares.
Dorel Industries Inc. consists of three main business segments: Dorel Juvenile, Dorel Home and Dorel Sports.
Dorel Juvenile includes a number of brands that offer car seats, strollers, high chairs, baby toys, play yards and other accessories for infants, babies and toddlers. These brands include Maxi-Cosi, Safety 1st, Cosco, Tiny Love, Bébé Comfort, Infanti and Quinny.
Dorel Home includes a number of nursery, youth and adult furniture and bedding brands. These include DHP Furniture, Little Seeds, Dorel Living, Ameriwood Home, Signature Sleep and Cosco Home & Office.