• Shareholders who have questions or need assistance with voting their shares should contact Laurel Hill Advisory Group at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 or by e-mail at firstname.lastname@example.org
BOUCHERVILLE, April 3, 2023; Uni-Select Inc. (TSX:UNS) (“Uni-Select” or the “Corporation”), is pleased to announce that Institutional Shareholders Services Inc. (“ISS”) has recommended that Uni-Select’s shareholders vote FOR the special resolution (the “Arrangement Resolution”) to approve the plan of arrangement (the “Arrangement”) involving the Corporation, LKQ Corporation (“LKQ”), and 9485‑4692 Québec Inc. (the “Purchaser”), a wholly-owned subsidiary of LKQ. ISS is a leading independent proxy advisory firm that provides voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders.
Under the terms of the Arrangement, among other things, the Purchaser will acquire all of the issued and outstanding Uni-Select shares for $48.00 in cash per share, subject to the terms and conditions of the arrangement agreement dated February 26, 2023 among the Corporation, LKQ and the Purchaser.
Welcoming the favourable recommendation of the Arrangement, Brian McManus, Executive Chair and Chief Executive Officer of Uni‑Select commented: “We are pleased that ISS endorsed this deal and encourage all shareholders of the Corporation to vote FOR the resolution to approve the plan of arrangement with LKQ in advance of the voting deadline on April 25, 2023.”
The Special Meeting of Shareholders
The special meeting of Uni-Select’s shareholders (the “Meeting”) will be held as a virtual-only meeting by live audio webcast on April 27, 2023 at 10:00 a.m. (Eastern time) at https://web.lumiagm.com/463171644 and using the following password: uniselect2023 (case sensitive).
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY – THE PROXY VOTING DEADLINE IS 10:00 A.M. (EASTERN TIME) ON TUESDAY, APRIL 25, 2023.
Uni-Select’s Board of Directors has unanimously recommended that shareholders vote FOR the Arrangement Resolution.
Shareholders are encouraged to read Uni-Select’s management proxy circular (the “Circular”) dated March 23, 2023, for more information regarding the Arrangement Resolution and related matters, including voting procedures and instructions for Uni-Select shareholders to attend the Meeting virtually. The Circular is available on Uni-Select’s website at www.uniselect.com and under the Corporation's profile on SEDAR at www.sedar.com.
If you have questions or need more information about the Arrangement, please contact Uni-Select’s shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll-free in Canada or 416-304-0211 for international calls or by e-mail at email@example.com.
With over 5,200 employees in Canada, the U.S. and the U.K., Uni-Select is a leader in the distribution of automotive refinish and industrial coatings and related products in North America, as well as a leader in the automotive aftermarket parts business in Canada and in the U.K. Uni-Select is headquartered in Boucherville, Québec, Canada, and its shares are traded on the Toronto Stock Exchange under the symbol UNS.
In Canada, Uni-Select supports over 16,000 automotive repair and collision repair shops and more than 4,000 shops through its automotive repair/installer shop banners and automotive refinish banners. Its network includes over 1,000 independent customer locations and more than 95 company-operated stores, many of which operate under the Uni-Select BUMPER TO BUMPER®, AUTO PARTS PLUS® and FINISHMASTER® store banner programs.
In the United States, Uni-Select, through its wholly-owned subsidiary FinishMaster, Inc., operates over 145 automotive refinish company-operated stores under the FINISHMASTER® banner, which supports over 30,000 customers annually.
In the U.K., Uni-Select, through GSF Car Parts, is a major distributor of automotive parts supporting over 20,000 customer accounts with over 175 company-operated stores. www.uniselect.com.
Caution Regarding Uni-Select Forward-Looking Information
Certain statements made in this press release are forward-looking information within the meaning of Canadian securities laws. All such forward-looking information is made and disclosed in reliance upon the “safe harbour” provisions of applicable Canadian securities laws.
Forward-looking information includes all information and statements regarding Uni-Select's intentions, plans, expectations, beliefs, objectives, future performance, and strategy, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. Forward-looking statements often, but not always, use words such as "believe", "estimate", "expect", "intend", "anticipate", "foresee", "plan", "predict", "project", "aim", "seek", "strive", "potential", "continue", "target", "may", "might", "could", "should", and similar expressions and variations thereof. In addition, statements with respect to management expectations in terms of sales, adjusted EBITDA, adjusted EPS or other financial results for 2023 constitute forward-looking information and financial outlook within the meaning of Canadian securities laws.
Forward-looking information is based on Uni-Select’s perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that Uni-Select believes are appropriate in the circumstances. Such information is, by its very nature, subject to inherent risks and uncertainties, many of which are beyond the control of Uni-Select, and which give rise to the possibility that actual results could differ materially from Uni-Select’s expectations expressed in, or implied by, such forward-looking information.
Uni-Select cannot guarantee that any forward-looking information will materialize, and we caution readers against relying on any forward-looking information. These risks and uncertainties include, but are not restricted to: risks associated with reduced demand for our products, disruptions of our supplier relationships or of our suppliers’ operations or supplier consolidation, increases in shipping costs, disruption of our customer relationships, competition in the industries in which we do business, the COVID-19 pandemic or other pandemics, reliance on information technology systems, security breaches, information security malfunctions or integration issues, the demand for e-commerce and failure to provide adequate e-commerce solutions, retention of employees, labor costs and availability, union activities and labor and employment laws, failure to realize benefits of acquisitions and other strategic transactions, product liability claims, product recalls, credit risk, termination or reduction of our vendor financing program, loss of right to operate at key locations, failure to implement business initiatives, failure to maintain effective internal controls, macro-economic conditions such as unemployment, inflation, changes in tax policies and uncertain credit markets, operations in foreign jurisdictions, foreign exchange, inability to service our debt or fulfill financial covenants, litigation, changes in legislation or government regulation or policies, compliance with environmental laws and regulations, compliance with privacy laws, global climate change, changes in accounting standards, share price fluctuations, environmental, social and governance activities and reputation and activist investors as well as other risks identified or incorporated by reference in our MD&A for the year ended December 31, 2022 and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR at www.sedar.com).
Unless otherwise stated, the forward-looking information contained in this press release is made as of the date hereof and Uni-Select disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which the forward-looking information is based were reasonable as at the date of this press release, readers are cautioned not to place undue reliance on the forward-looking information.
Furthermore, readers are reminded that forward-looking information is presented for the sole purpose of assisting investors and others in understanding Uni-Select’s expected financial results, as well as our objectives, strategic priorities and business outlook and our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and should not be relied upon as necessarily being indicative of future financial results.
Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in the section titled "Risk Management" of our MD&A for the year ended December 31, 2022, which is incorporated by reference in this cautionary statement.
We also caution readers that the above-mentioned risks and the risks disclosed in our MD&A for the year ended December 31, 2022, and other documents and filings are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our business, operating results, cash flows and financial condition.