Bermuda-based Quanta Capital Holdings Ltd. has made preliminary tender offer filings with the U.S. Securities and Exchange Commission relating to its plans to offer to repurchase, through its wholly-owned subsidiary QCH Acquisition Ltd., any and all of its issued 10.25 percent Series A Preferred Shares for $20.00 per share, net to the seller in cash.
Quanta said “the offer price represents a 13.8 percent premium to the $17.57 closing price on June 1, 2007, the last trading day prior to the announcement of the tender offer. Once the tender offer is commenced, holders of preferred shares will be given the opportunity to sell all or part of their preferred shares to QCH Acquisition Ltd. with no commission at the offer price. The tender offer will be funded with cash on hand made available by the Company to QCH Acquisition Ltd.”
The Company also said that, concurrently with the commencement of the tender offer, it intends to “solicit proxies from the holders of preferred shares in connection with a special general meeting of the preferred holders.” The purpose of the meeting is to approve an amendment to the “Certificate of Designation of the preferred shares” to remove a provision that would permit preferred shareholders to elect two members to the Company’s board of directors under certain circumstances.
Quanta’s obligation to purchase shares in the proposed offer will be subject to the proposed amendment being approved at the meeting, the tender of an undetermined number of preferred shares, as well as other conditions described in the Company’s preliminary tender offer filings with the SEC.
The Company said that, “subject to completion of the SEC review process,” it expects to commence the tender offer and proxy solicitation simultaneously in July and to close the tender offer and hold the special meeting in August.
James J. Ritchie, Executive Chairman commented: “We are making the tender offer in conjunction with and seeking the approval of the proposed amendment to the Certificate of Designation of the preferred shares because we believe it presents an attractive opportunity for the Company that will simplify our capital structure, return available capital to the holders of preferred shares and enhance our financial flexibility.”
Topics Funding
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