Proposed sale of 2.8 billion to the American LKQ | Support for the Uni-Select management project

Three weeks before its shareholders’ meeting which will decide the fate of its proposed sale to the American LKQ for 2.8 billion CAN, the senior management of the Quebec auto parts distributor Uni-Select announces that it has obtained a recommendation from the firm Institutional Shareholder Services (ISS), which specializes in shareholder vote analysis.

In the opinion of Brian McManus, Executive Chairman and Chief Executive Officer of Uni-Select, this recommendation by ISS in favor of the proposed sale transaction at $48 per share in cash, announced on February 27, “encourages shareholders (UNS) to vote in favor” of the “Plan of Arrangement with LKQ” by submitting their proxy vote by the April 25 deadline.

However, it is two days later, on Thursday, April 27, that Uni-Select’s special shareholders’ meeting will take place with the final compilation of all voting rights exercised by shareholders, by proxy and during the meeting which will be held in virtual mode only.

To follow its course, the proposed sale of Uni-Select negotiated with LKQ must obtain the support of at least two-thirds (66%) of the votes cast by the shareholders of the company based in Boucherville.

So far, senior executives at Uni-Select and their counterparts at LKQ say they have secured the support of major shareholders who account for at least 20% of eligible votes.

But other major shareholders at Uni-Select, including the Caisse de depot et placement du Québec with 9.5% of the shares, have not yet indicated their intention to vote on this transaction.

In the meantime, after consulting the “Management Proxy Circular” issued by Uni-Select, La Presse revealed a few days ago that the completion of the proposed sale of this Quebec company to its American competitor LKQ would yield nearly C$82 million in stock buybacks and miscellaneous bonuses among its most senior executives and members of its board of directors.

On his own, the Executive Chairman and Chief Executive Officer of Uni-Select, Brian McManus, hired two years ago, would collect CA 31.4 million in the redemption of securities (shares, options, DSUs, etc.), in various bonuses related to the conclusion of the transaction, as well as compensation for his departure already agreed with LKQ after the period of Uni-Select subsidiary.