K-Bro Linen Inc. (“K-Bro” or the “Corporation“) is pleased to announce that it has completed its previously-announced acquisition of U.K.-based STAR Mayan Limited (“Star Mayan“) for a cash purchase price of £107.2 million (the “Acquisition“). The Acquisition is highly complementary to K-Bro’s existing U.K. businesses, Fishers and Shortridge, and creates a national footprint in the U.K.’s £1.6 billion commercial laundry and textile rental sector.
“We are excited to close the acquisition of Star Mayan. Today’s milestone represents the start of an exciting new chapter for K-Bro as we build upon the vision we had set out in 2017 when we first entered the U.K. market. Our focus now shifts towards execution of our integration plan with the goal of creating the leading national U.K. platform along with Fishers and Shortridge. We look forward to the multitude of opportunities ahead to continue growing the overall K-Bro business,” said Linda McCurdy, Director, President and Chief Executive Officer of K-Bro.
ACQUISITION FINANCING
The Acquisition was partially funded by the previously-closed bought deal financing (the “Offering“) whereby K-Bro issued 2,334,500 subscription receipts (the “Subscription Receipts“) at a price of C$34.55 per Subscription Receipt, which included the full exercise of the over-allotment option. The remainder of the Acquisition was funded by the Corporation’s new C$134.3 million, four-year amortizing term loan.
With the closing of the Acquisition now complete, each Subscription Receipt will be exchanged today for one common share of K-Bro (a “Common Share“), without additional consideration and without further action by the holders of Subscription Receipts. Holders of Subscription Receipts of record on June 6, 2025 are also entitled to receive a cash amount for each Subscription Receipt equivalent to the dividend per share payable by the Corporation to holders of Common Shares of record on May 30, 2025, with such payment occurring on June 13, 2025.
As per established TSX guidelines, trading in the Subscription Receipts on the Toronto Stock Exchange (the “TSX”) (TSX: KBL.R) will be halted effective prior to the opening of trading on the TSX today and the Subscription Receipts will be delisted as at the close of business today. The transfer register maintained by the subscription receipt agent for the Subscription Receipts will be closed as at the close of business today. The underlying Common Shares to be issued pursuant to the terms of the Subscription Receipts are expected to commence trading on the TSX today.
