BIOX Announces Leading Independent Proxy Advisory Firms Recommend Shareholders Approve Plan of Arrangement with its Principal Shareholder Group

BIOX (TSX:BX) has announced that Institutional Shareholder Services and Glass, Lewis & Co have recommended that BIOX shareholders vote in favour of the proposed transaction where FP REsources Limited and CF Ventures acquire the outstanding shares of BIOX.
As quoted in the press release:

All Common Shares held by the Acquiror Group and the Rollover Shareholders will be exchanged for common shares of the Purchaser pursuant to the Arrangement.
ISS and Glass Lewis Recommendations
ISS and Glass Lewis are independent proxy advisory firms which provide, among other services, proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional investors based on a careful review of disclosure materials.
In making its recommendation that Shareholders vote in favour of the Arrangement, ISS advised:

“A vote FOR is warranted based on a review of the terms of the transaction, in particular, the significant premium to the unaffected market price, the cash nature of the consideration that provides liquidity and certainty of value to the company’s shareholders, the offer consideration is near the mid-point of the formal valuation’s estimated value range, and the adequate transaction review process.”

Glass Lewis stated the following with respect to its recommendation that Shareholders vote in favour of the Arrangement:

“Notwithstanding our willingness to relax certain of our guidelines in relation to a broader exploration of alternatives, we believe it remains particularly important to establish that the board completed a sufficiently thorough process with suitable procedural safeguards. To that end, we note the board established an independent special committee, retained external legal and financial advisers and repeatedly pressed FPR for improved terms over the course of negotiations. In short, we believe the disclosed effort was sufficiently thorough under the circumstances.

On the quantitative side, we see the board retained Blair Franklin Capital Partners Inc. (“Blair”) to serve as an external financial adviser and render an opinion as to the fairness of the proposed transaction to Biox and its unaffiliated investors. In a relatively rare development for a Canadian-listed issuer, Biox has provided more granular disclosure with respect to Blair’s favorable opinion. Specifically, Blair’s conclusion is tied to the adviser’s independent valuation, which yielded a fair value reference range of C$1.10 to C$1.50 per share. We note the proposed consideration falls within this range. We also note the proposed consideration represents the highest price Biox’s shares have consistently closed at or above since April 2012. We believe there is adequate cause to suggest the proposed consideration is reasonable for Biox investors.

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