Early Warning News Release for Mitchell Goldhar

Early Warning News Release for Mitchell Goldhar

Canada NewsWire

EARLY WARNING NEWS RELEASE PURSUANT TO NATIONAL INSTRUMENTS 62-103
AND 62-104

TORONTO, Aug. 18, 2017 /CNW/ – Mitchell Goldhar announces that he has acquired, through controlled affiliates, 8,218,472 special voting units (“Special Voting Units“) of OneREIT from OneREIT pursuant to the terms of the Declaration of Trust of OneREIT, under which Mr. Goldhar has minimum voting entitlements in specified circumstances (the “Special Voting Unit Issuance“).

Before the Special Voting Unit Issuance, Mr. Goldhar had beneficial ownership of, or control over, (i) 11,071,560 Special Voting Units, representing approximately 100% of OneREIT’s issued and outstanding Special Voting Units, which, together with his beneficial ownership of, or control over, 4,929,600 units of OneREIT, represented an approximate 18.05% voting interest in OneREIT; and (ii) 4,929,600 units of OneREIT, which, together with his beneficial ownership of, or control over, 11,071,560 securities that are exchangeable on a one-for-one basis for units of OneREIT, represented an approximate 18.05% equity interest in OneREIT, in each case on a partially diluted basis.

After giving effect to the Special Voting Unit Issuance, Mr. Goldhar will have beneficial ownership of, or control over, (i) 19,290,032 Special Voting Units, representing approximately 100% of OneREIT’s issued and outstanding Special Voting Units, which, together with his beneficial ownership of, or control over, 4,929,600 units of OneREIT, represents an approximate 25% voting interest in OneREIT; and (ii) 4,929,600 units of the REIT, which, together with his beneficial ownership of, or control over, 11,071,560 securities that are exchangeable on a one-for-one basis for units of OneREIT, represents an approximate 18.05% equity interest in OneREIT. The Special Voting Unit Issuance represents approximately 42.60% of OneREIT’s issued and outstanding Special Voting Units, approximately 8.48% of OneREIT’s issued and outstanding voting interests and do not represent any of OneREIT’s issued and outstanding equity interests. The Special Voting Unit Issuance was made without consideration paid or received by Mr. Goldhar.

Mr. Goldhar was issued the Special Voting Units pursuant to the terms of the Declaration of Trust.  Mr. Goldhar intends to exercise his rights under the Declaration of Trust, including the right to appoint trustees as previously disclosed and as described in Item 6 of the early warning report to be filed on SEDAR in respect of the Special Voting Unit Issuance.  Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, OneREIT’s business and financial condition and/or any other factors that Mr. Goldhar may deem relevant, Mr. Goldhar may take such actions with respect to his investment in OneREIT as he deems appropriate including, without limitation, (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of OneREIT or securities exercisable for, or convertible or exchangeable into, securities of OneREIT and/or (ii) developing plans or intentions or taking actions which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of the early warning report to be filed on SEDAR in respect of the Special Voting Unit Issuance.  Mr. Goldhar has entered into voting and support agreements with Smart Real Estate Investment Trust and Strathallen Acquisitions Inc. pursuant to which all of the Special Voting Units, units of OneREIT and limited partnership units convertible into units of OneREIT owned or controlled by him are to be voted in favour of the transaction announced by OneREIT on August 4, 2017. 

This news release is being issued as required by National Instrument 62-103 – The  Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids and relates to OneREIT and Mitchell Goldhar, each of 700 Applewood Crescent, Suite 300, Vaughan, Ontario  L4K 5X3.

SOURCE Mitchell Goldhar

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Southern Missouri Bancorp and Southern Missouri Bancshares Announce Agreement to Merge

Poplar Bluff, Missouri, Aug. 18, 2017 (GLOBE NEWSWIRE) — Southern Missouri Bancorp, Inc. (NASDAQ:SMBC) (“SMBC”), the parent corporation of Southern Bank, and Southern Missouri Bancshares, Inc. (“Bancshares”), the parent corporation of Southern Missouri Bank of Marshfield, today announced the signing of a definitive merger agreement whereby SMBC will acquire Bancshares in a stock and cash transaction.

Bancshares operates two locations in Marshfield, Missouri. At June 30, 2017, Bancshares’ consolidated assets were $91.6 million, including loans, net, of $69.1 million, while deposits totaled $73.6 million.

SMBC reported consolidated assets at June 30, 2017, of approximately $1.7 billion, including loans, net, of $1.4 billion, and total deposits of $1.5 billion. On a pro forma basis, following the acquisition, the combined company’s total assets will be approximately $1.8 billion, with total loans, net, of $1.5 billion, and total deposits of $1.5 billion. The combined company will operate 43 locations in Missouri, Arkansas, and Illinois.

Subject to adjustment for Bancshares capital at closing, Bancshares shareholders will receive 9.0393 shares of SMBC common stock and $95.82 in cash for each share of Bancshares common stock. Based on the average closing price of $31.80 per share for SMBC stock over the most recent 20 trading days ending on and including the fifth trading day prior to execution of the definitive merger agreement, the deal is valued at approximately $15.1 million.

“We are excited to add Marshfield to the communities we serve in southwest Missouri,” stated Greg Steffens, President and CEO of SMBC. “Southern Missouri Bank of Marshfield is an organization we’ve been familiar with for some time, and we have a great deal of respect for the way they go about their core business and their dedication to their community. We’ve also been familiar with the Marshfield market for some time. We are currently already serving some significant relationships in the community, we have key personnel who are intimately familiar with this part of the Springfield, Missouri, Metropolitan Statistical Area (MSA), which has been a key to our company’s growth over recent years, and we believe this acquisition will be very helpful to our continued solid growth in that market.”

“Our core group of shareholders organized and started the bank in 1997,” noted Kent Hyde, Chairman of Bancshares. “Marshfield and the surrounding communities have been very good to us. We have had numerous opportunities in the past few years where other banks were interested in partnering with our organization. We believe Southern Bank is the best fit for our community, employees, and shareholders. They started as a local bank in a small community and have not forgotten this special way of doing business.”

“Our primary motivation for partnering with Southern Missouri Bancshares is to gain the opportunity to serve an outstanding community through our community banking business model, which we believe will perform very well here” Steffens added. “Each strategic partnership we evaluate offers different opportunities to us. Some, like this one in the Marshfield community, offer intangibles that don’t readily translate into financial metrics that fully explain the value of the partnership for us, but we are no less confident in the outlook in this situation.” The deal value equates to 140% of Bancshares’ capital, as adjusted, at closing, represents a 7.0% premium to core deposits, and is a multiple of 13.3 times Bancshares’ projected earnings over the twelve months ended December 31, 2018, including fully phased-in cost synergies. Tangible book value per common share is expected to be diluted by a nominal amount at closing, with a projected earnback period of approximately one year, based on the crossover method. The transaction is anticipated to be accretive to earnings per share beginning in calendar 2019, though the improvement is nominal.

SMBC and Bancshares anticipate completion of the transaction in the first calendar quarter of 2018, subject to satisfaction of customary closing conditions, including regulatory and shareholder approvals.

Lowther Johnson Attorneys at Law, LLC served as legal advisor to Bancshares, while Silver, Freedman, Taff & Tiernan LLP served as legal advisor to SMBC.

Forward-Looking Information:

Except for the historical information contained herein, the matters discussed in this press release may be deemed to be forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from the forward-looking statements, including: the requisite regulatory and shareholder approvals for this acquisition might not be obtained, or other conditions to completion of the transaction might not be satisfied or waived; expected cost savings, synergies and other benefits from SMBC’s merger and acquisition activities, including this acquisition and SBMC’s other acquisitions, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; fluctuations in interest rates and in real estate values; monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government and other governmental initiatives affecting the financial services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; our ability to access cost-effective funding; the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in our market area; legislative or regulatory changes that adversely affect our business; results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets; the impact of technological changes; and our success at managing the risks involved in the foregoing. Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed might not occur, and you should not put undue reliance on any forward-looking statements.

No Offer or Solicitation:

This press release is being provided for informational purposes only and does not constitute (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, (ii) an offer to exchange any securities or (iii) the solicitation of any vote for approval of any transaction. There shall not be any offer, solicitation, sale or exchange of any securities in any state or other jurisdiction in which such offer, solicitation, sale, or exchange is not permitted.

Additional Information:

SMBC will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Bancshares, that also constitutes a prospectus of SMBC, which will be sent to the shareholders of Bancshares. Bancshares shareholders are advised to read the proxy statement/prospectus when it becomes available because it will contain important information about SMBC, Bancshares, and the proposed transaction. When filed, this document and other documents relating to the merger filed by SMBC can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing SMBC’s investor relations website at http://investors.bankwithsouthern.com, then navigating to “SEC Filings.”  Alternatively, these documents, when available, can be obtained free of charge from SMBC upon written request to Southern Missouri Bancorp, Inc., Attn: Investor Relations, 2991 Oak Grove Road, Poplar Bluff, Missouri 63901 or by calling (573) 778-1800 or from Bancshares upon written request to Southern Missouri Bancshares, Inc., Attn: Investor Relations, 1292 Banning Street, Marshfield, Missouri 65706.

Participants in this Transaction:

SMBC, Bancshares, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Bancshares’ shareholders in connection with the proposed transaction. Information about the directors and executive officers of SMBC may be found in the definitive proxy statement of SMBC relating to its 2016 Annual Meeting of Shareholders filed with the SEC by Southern Missouri on September 27, 2016. This definitive proxy statement can be obtained free of charge from the sources indicated above. Information about the directors and executive officers of Bancshares will be included in the proxy statement/prospectus when filed with the SEC. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available.

Matt Funke, CFO
573-778-1800

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Kontrol Energy Corp. terminates proposed acquisition of solar energy power generation assets

Kontrol Energy Corp. terminates proposed acquisition of solar energy power generation assets

Canada NewsWire

TORONTO, Aug. 18, 2017 /CNW/ – Kontrol Energy Corp. (CSE:KNR) (the “Company“) announces that it has terminated its proposed acquisition of up to 20 Megawatts of solar power generation assets referred to in its news releases of May 4, 2017 and July 20, 2017.  In the course of completing its due diligence, Kontrol determined that the economics of the proposed transaction did not meet Kontrol’s targeted internal rates of return on equity and cash flows. Paul Ghezzi, CEO of Kontrol commented, “Our objective is to maximize shareholder value over the long-term. We have completed 4 acquisitions in the past 12 months and have numerous potential target acquisitions in various stages of due diligence and look forward to continuing to execute for the benefit of our shareholders.”

Kontrol Energy Corp. - Terminates proposed acquisition of solar energy power generation assets (CNW Group/Kontrol Energy Corp.)


About Kontrol Energy Corp.

Kontrol Energy Corp. (CSE:KNR) is a leader in energy efficiency solutions and technology. Through a disciplined mergers and acquisition strategy, combined with organic growth, Kontrol Energy Corp. provides market-based energy solutions to our customers designed to reduce their overall cost of energy while providing a corresponding reduction in Greenhouse Gas (GHG) emissions.

Additional information about Kontrol Energy Corp. can be found on its website at www.kontrolenergy.com and by reviewing its profile on SEDAR at www.sedar.com 

Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward Looking Statements:

Certain information included in this press release, including information relating to the potential acquisitions, the provision of solutions to customers to reduce overall energy costs and greenhouse gas emissions reductions, growth strategy, the maximization of shareholder value and other statements that express the expectations of management or estimates of future performance constitute “forward-looking statements”. The forward-looking statements in this press release are presented for the purpose of providing information about management’s current expectations and plans and such information may not be appropriate for other purposes. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief are based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that suitable businesses and technologies for acquisition and/or investment will be available, that such acquisitions and or investment transactions will be concluded, that sufficient capital will be available to the Company, that technology will be as effective as anticipated, that organic growth will occur, and others. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, lack of acquisition and investment opportunities or that such opportunities may not be concluded on reasonable terms, or at all, unsatisfactory due diligence results in respect of potential acquisitions, that sufficient capital and financing cannot be obtained on reasonable terms, or at all, that technologies will not prove as effective as expected that customers and potential customers will not be as accepting of the Company’s product and service offering as expected, and government and regulatory factors impacting the energy conservation industry. Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and the Company does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise, except as required under applicable securities law.

SOURCE Kontrol Energy Corp.

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