Vicwest gets holder approval to redeem 5.25% convertible debentures

By Jennifer Chiou

New York, Feb. 10 – Vicwest Inc. announced that it obtained approval from holders of its 5.25% convertible subordinated debentures due Dec. 31, 2018 for some amendments to the indenture that will allow the company to redeem the securities.

According to a news release, the meeting, which took place in Toronto, was called at the request of Kingspan Group plc in connection with the previously announced proposed plan of arrangement under which Kingspan agreed to acquire all outstanding common shares of Vicwest for C$12.70 per share through an acquisition company.

As previously reported, substantially all of the assets of Vicwest's Westeel division will be sold to Ag Growth International Inc., and Kingspan will retain the Vicwest Building Products division.

Because at least two-thirds of holders approve the amendments, Vicwest is permitted to redeem the debentures at 103 plus accrued interest immediately prior to or within 30 days following the effective date of the arrangement.

The redemption will only occur if the arrangement is successfully completed. The close of the arrangement is anticipated by the end of the first quarter this year.

The release added that the arrangement was approved by the holders of Vicwest's common shares on Jan. 23 and by the Ontario Superior Court of Justice on Jan. 30.

A prior release stated that the completion of the arrangement is not conditioned on the redemption.

At the end of December, Vicwest said that it planned to deliver a conditional notice of redemption for its 6% convertible subordinated debentures due Dec. 31, 2015 at Kingspan's request.

The issuer is an Oakville, Ont.-based manufacturer and distributor of engineered storage and handling systems for grain, fertilizer and liquid storage as well as building construction products for agriculture, commercial, industrial and residential markets.

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