LKQ Corporation and Uni-Select Inc. announced the completion of the previously-announced acquisition of Uni-Select by 9485‑4692 Québec Inc., a wholly-owned subsidiary of LKQ by way of a plan of arrangement under the provisions of the Business Corporations Act (Québec).
Under the terms of the arrangement, it has acquired all of the issued and outstanding shares of Uni-Select for C$48.00 per share in cash.
Consideration for the purchased shares of Uni-Select has been remitted to Computershare Investor Services Inc., as depositary under the Arrangement, and will be paid to former shareholders as soon as reasonably practicable after the date hereof (or, in the case of registered shareholders, as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by the depositary together with the share certificate(s) and/or Direct Registration System (DRS) Advice(s) representing shares formerly held by them).
As a result of the completion of the transaction, the shares of Uni-Select will be de-listed from the Toronto Stock Exchange shortly and Uni-Select has applied to cease to be a reporting issuer in all the provinces of Canada.
Just prior to this announcement, Uni-Select Inc. provided an update that LKQ Corporation had elected to formally waive the closing condition relating to the receipt of U.K. merger clearance.
As a result of the satisfaction or waiver of all of the closing conditions relating to required regulatory approvals, LKQ Corporation had requested to complete the arrangement on or around August 1, 2023.
“Uni‑Select and LKQ Corporation will proceed with the remaining procedures necessary to give effect to the arrangement on or around that date, subject to all applicable laws and legal requirements and the satisfaction or waiver of the remaining closing conditions pursuant to the terms of the arrangement agreement,” read the statement.
Recently, the The U.K.’s Competition and Markets Authority (CMA) has said that its investigation found that the merger could reduce competition in the supply of auto parts, as well as garage equipment, to independent garages.
“Uni-Select and LKQ Corporation are currently reviewing the U.K. CMA’s decision and will promptly engage to formally submit a remedy proposal (UILs) to the U.K. CMA. As previously disclosed, subject to the procedure outlined in the arrangement agreement, LKQ Corporation and 9485-4692 Québec Inc. have agreed to commit to the divestiture of Uni‑Select’s GSF Car Parts business in the United Kingdom, in order to receive the clearance from the U.K. CMA,” said Uni-Select at the time continiuing that the arangment was expected to close subject to closing conditions “including the receipt of clearance from the U.K. CMA.”
As noted, that condition has been waived, clearing the wasy for the transaction to be completed.
This move indicates, it seems, that the LKQ sees a path forward for its U.K CMA approval in line with its anticipated selling of the GSF Car Parts business there.