TORONTO - Maple Leaf Foods Inc. announced offers to acquire all the issued and outstanding Common Shares and Class A Shares of Schneider Corporation for $19.00 per share, cash. This price represents a premium of 40 percent for the Common Shares and 43 percent for the Class A Shares to their respective 20 day weighted average trading prices to October 31, 1997. It is also a premium of 33 percent over the highest share price over the last year and an all-time high for the share price. Maple Leaf Foods understands that Schneider Corporation has approximately 0.7 million Common Shares and 6.1 million Class A Shares outstanding.
Maple Leaf Foods is requesting shareholders lists from Schneider Corporation for the Common Shares and the Class A Shares. The offers will be mailed once the shareholders lists are received. The offers will contain customary conditions, including that two-thirds of the Common Shares and two-thirds of the Class A Shares are deposited under the offers. It will also contain a condition that the resolutions proposed at the Special Meetings of Shareholders of Schneider Corporation to be held on November 14, 1997 not be approved. There are no conditions relating to financing or due diligence. If, however, Maple Leaf Foods is provided an opportunity to do due diligence, it is prepared to consider increasing the price. In addition, if requested by the Schneider Corporation Board of Directors, Maple Leaf Foods is prepared to consider an alternative to the cash offer that would involve Maple Leaf Foods shares.
Mr. G. Wallace F. McCain, Chairman of Maple Leaf Foods Inc., said: "We are very excited about the prospects of combining these two great Canadian companies. We believe that the combination of Maple Leaf Meats and Schneider Corporation will immediately create a strong, Canadian-based, competitive meat processing business." He added: "Our offer represents an opportunity for shareholders of both companies to maximize shareholder value. We would welcome an opportunity to meet with members of the Schneider families and the Schneider Corporation Board of Directors."
Over the last two months, Maple Leaf Foods management have had discussions with Mr. Doug Dodds, Chairman and Chief Executive Officer of Schneider Corporation, concerning an acquisition of Schneider Corporation. Maple Leaf Foods has asked to meet with members of the Schneider families, but to date have not been provided an opportunity to do so.
Recently, Maple Leaf Foods became aware that Schneider Corporation had called Special Meetings of its shareholders, to be held on November 14, 1997, to consider resolutions relating to, among other things, Schneider Corporation's Articles, By-Laws, Board of Directors and Stock Option Plan. The effect of the resolutions, if approved, would be to increase the discretionary powers of the Board and weaken the position of the Class A Shareholders, possibly reducing opportunities to maximize shareholder value in certain situations, including consideration of our offers.
Maple Leaf Foods has decided to proceed with its public offers because it has not heard directly from members of the Schneider families, and we believe we can offer better value to Schneider Corporation shareholders than they could achieve through any alternative transaction.
Mr. McCain adds: "The interests of the industry in creating a world-class competitive Canadian processing sector to compete against the dominant United States companies will be well served by this transaction."
Maple Leaf Foods Inc. is Canada's largest food processor. The Company reports in the following three segments: Meat Products Group, which includes fresh pork and poultry, prepared meats and rendering; Bakery Products Group, which includes bakery operations in Canada and the U.S., and franchising operations; and Agribusiness Group, which includes animal feed and pet food operations, international food trading and seafood processing.
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