GREENWICH, CT, Sept. 2, 2016 /PRNewswire/ - Sagard Capital Partners, L.P., Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp. (collectively, "Sagard Capital") issue this press release pursuant to applicable requirements of Canadian securities legislation and announce that Sagard Capital and Performance Sports Group Ltd. (the "Issuer") have entered into a termination agreement dated September 2, 2016 (the "Termination Agreement"), which terminated the shareholder nomination agreement dated March 28, 2016 (the "Shareholder Nomination Agreement"). The Shareholder Nomination Agreement contained, among other things, (i) certain board nomination rights of Sagard Capital which would have been effective through a 2016 annual shareholders meeting (if held prior to October 31, 2016) and (ii) various standstill restrictions on Sagard Capital. Sagard Capital has elected to agree to terminate the Shareholder Nomination Agreement pursuant to the Termination Agreement due to the likelihood that such an annual meeting will not be held by October 31, 2016, and in order to terminate the standstill provisions. Simultaneously with such termination, Sagard Capital has entered into a confidentiality agreement with the Issuer to replace the confidentiality agreement previously entered into on March 28, 2016 in conjunction with the Shareholder Nomination Agreement.
Sagard Capital further discloses that it continues to beneficially own and control an aggregate of 7,721,599 common shares ("Shares") of the Issuer, representing approximately 16.9% of the issued and outstanding Shares.
As previously disclosed, Sagard Capital continues to evaluate developments and circumstances related to the Issuer, including, without limitation, the Issuer's financial position and capital structure, the status of the Issuer's discussions with its lenders, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions.
Subject to, and in accordance with, applicable securities laws, Sagard Capital may increase or decrease its investment in the Issuer depending on market conditions and other relevant factors. Sagard Capital may also engage in further communications with the Issuer, the board of directors of the Issuer, and/or one or more shareholders of the Issuer, to suggest that the Issuer nominate one or more representatives of Sagard Capital to the board of directors of the Issuer. Sagard Capital may also in the future take such other actions with respect to its investment in the Issuer as it deems appropriate, in its own discretion, including, without limitation, making proposals to the Issuer concerning changes to the capitalization or ownership structure of the Issuer, including a sale of the Issuer as a whole or in parts, the structure of the Issuer's board of directors (including board composition) or operations of the Issuer.
In particular, in light of the termination of the Shareholder Nomination Agreement and the Issuer's recent public announcement that it has retained Centerview Partners LLC to assist the special committee of the board of directors of the Issuer in the review and evaluation of strategic alternatives, and depending upon developments and circumstances related to the Issuer, Sagard Capital may consider, discuss and/or propose or adopt various plans or proposals related to possible strategic alternatives regarding the Issuer and its subsidiaries, including plans or proposals related to: restructurings; possible issuances by the Issuer of additional or refinancing indebtedness and/or, equity or equity-linked securities; the acquisition of indebtedness of the Issuer or its subsidiaries; the acquisition of additional equity securities of the Issuer, or the acquisition of all or substantially all of the Issuer's equity securities; and/or other strategic alternatives.
Any such discussions or proposals may be directed to or discussed with the Issuer, its advisors, its securityholders and/or its lenders, with advisors to Sagard Capital and/or with potential sources of financing and co-investors for any of the foregoing, among others.
Sagard Capital presently plans to discuss ideas concerning the foregoing items with potential sources of financing and co-investors for any of the foregoing.
There can be no assurance that Sagard Capital will submit a plan or proposal with respect to any of the foregoing, that Sagard Capital or any other person (including the Issuer) will agree to any definitive agreement with respect to any of the foregoing, or that any of the foregoing will occur. Nothing contained herein shall be deemed to constitute an offer to sell or purchase or the solicitation of an offer to sell or purchase any securities, nor shall there be any purchase or sale of any securities in any province, country, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, country, state or jurisdiction.
Sagard Capital, a subsidiary of Power Corporation of Canada, is relying on Part 5 of National Instrument 62-103 in respect of aggregation relief relating to any securities that may be held by Great-West Lifeco Inc. and its subsidiaries, IGM Financial Inc. and its subsidiaries, and any investment fund managed by entities within the Power Corporation of Canada group of companies.
The Issuer's head office is located at 100 Domain Drive, Exeter, New Hampshire, U.S.A., 03833.
About Sagard Capital
Sagard Capital Partners, L.P. is the direct owner of the Shares reported herein as being beneficially owned and over which control is shared by the entities comprising Sagard Capital. Sagard Capital Partners, L.P. is principally engaged in the business of investing in securities. Sagard Capital Partners GP, Inc. is the general partner of Sagard Capital Partners, L.P. Sagard Capital Partners Management Corp. is the investment manager of Sagard Capital Partners, L.P. Each entity comprising Sagard Capital is a subsidiary of Power Corporation of Canada.
Sagard Capital's strategy is to acquire significant minority or control positions in publicly traded small and mid-sized companies. It offers a unique and highly differentiated value proposition to companies looking for supportive, long-term shareholders. Based in Greenwich, Connecticut, Sagard Capital is an evergreen fund with an indefinite holding period for its investments. Sagard Capital is purpose-built to be an independent, flexible, supportive partner to management teams focused on building sustainable, leading businesses and generating long-term shareholder value.
In connection with the above, Sagard Capital has filed an early warning report, which updates an earlier report of Sagard Capital dated August 17, 2016, on the System for Electronic Document Analysis and Retrieval (SEDAR).
SOURCE Sagard Capital Partners, L.P.