BBL Acquisitions Inc. Announces Intention to Launch Cash Takeover Bid for Brampton Brick Limited

Lock-Up Agreement executed for 23.3% of Brampton Brick's Class A Shares

Toronto, Ontario--(Newsfile Corp. - November 25, 2020) - BBL Acquisitions Inc. (the "Offeror") announced today that it intends to make an offer (the "Offer") to purchase all of the Class A Subordinate Voting shares (the "Class A Shares") of Brampton Brick Limited ("BBL") (TSX: BBL) (other than Class A Shares beneficially owned or over which control or direction is exercised, by the Offeror or its affiliates) (the "Target Shares").

The Offeror is a company owned by Brazos Brick Holdings Limited ("Brazos") and Ruland Realty Limited ("Ruland"). Brazos is a company indirectly owned by Jeffrey G. Kerbel, the President and CEO of BBL, Howard C. Kerbel, a director of BBL, and their siblings. Ruland is a company under the effective direction of Rudolph P. Bratty, Q.C., who is the father of Christopher R. Bratty, a director of BBL.

Proposed Transaction Highlights

  • All cash Offer of $12 per Class A Share, which represents a 66% premium over the closing price of the Class A Shares on November 24, 2020, and an 86% premium over the 20-day volume weighted average price for the period ended November 24, 2020;
  • BBL shareholders collectively owning approximately 23.3% of the Class A Shares have agreed to tender their Class A Shares to the Offer;
  • If the Offeror acquires less than all of the Target Shares pursuant to the Offer, the Offeror would intend to use, as the case may be, other means of acquiring the remaining Target Shares, including a statutory acquisition, a plan of arrangement, a share consolidation or an amalgamation, merger or other combination of BBL with the Offeror, or one or more affiliates of the Offeror.

Lock-Up of Shareholders of BBL

In connection with the Offer, the Offeror has entered into a lock-up agreement in support of its Offer from shareholders holding an aggregate of approximately 23.3% of BBL's outstanding Class A Shares. Under the lock-up agreement, the locked-up shareholders have agreed to not take any action of any kind which would or could reduce the likelihood of, or interfere with, the completion of the Offer

Proposed Offer Particulars

The Offeror currently intends to commence the Offer and mail a takeover bid circular to the registered holders of Class A Shares in December, 2020. The Offer, when made, will be required to remain open for acceptance for at least 105 calendar days from the date of the commencement of the Offer, unless the BBL board of directors agrees to reduce the deposit period in accordance with applicable Canadian securities laws.

The Offeror anticipates that the Offer will be subject to a number of customary conditions, including there being deposited under the Offer, and not withdrawn, at least 50% of the outstanding Class A Shares, excluding any Class A Shares beneficially owned or over which control or direction is exercised, by the Offeror, or any person acting jointly or in concert with the Offeror, within the meaning of National Instrument 62-104-Take-Over Bids and Issuer Bids.

Brazos Brick Holdings Limited, Jeffrey G. Kerbel, Jeffrey Kerbel Holdings Limited, Howard C. Kerbel, Donna Kerbel, Paula Shvili Holdings Limited, Clay Brick Holdings Limited, and The Estate of the late Ruth Kerbel, Ruland Realty Limited, Demaru Developments Inc. and Rudolph P. Bratty Q.C., are considered to be joint actors with the Offeror.

Intention to Make an Offer

BBL Shareholders should note that the Offeror has not yet commenced the Offer and should carefully review the cautionary statements set out below in this news release respecting the status of the Offer and the factors that may cause the Offeror to not make the Offer.

Once the Offeror proceeds with the Offer, full details of the Offer will be included in the formal take-over bid circular to be filed with securities regulatory authorities and mailed to shareholders.

This news release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or an invitation to sell, any of the securities of the Offeror or BBL.

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking statements in this release include statements regarding the proposed Offer, the timing or potential for discussions regarding the Offer and expected benefits of the Offer. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release, including assumptions based on BBL's publicly disclosed information, and that there will be no change in the business, prospects, or capitalization of BBL. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Offeror is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Cautionary Statement Respecting Status of the Offer

The Offeror has not yet commenced the Offer noted above in this news release. Upon commencement of the Offer, the Offeror will file a takeover bid circular with various securities commissions in Canada. The takeover bid circular will contain important information about the Offer and should be read in its entirety by BBL shareholders and others to whom the Offer is addressed. After the Offer is commenced, BBL shareholders (and others) will be able to obtain, at no charge, a copy of the Offer, takeover bid circular and various associated documents when they become available online at This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or issue, or any other solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security. The Offer will not be made in, nor will deposit of securities be accepted from a person in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may in its sole discretion, take such action as they deem necessary to extend the Offer in any such jurisdiction.

Notice to U.S. Holders

The Offer, if and when commenced, will be made for the securities of a company formed outside the United States. The Offer will be subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be presented in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.

It may be difficult for a securityholder in the United States to enforce his/her/its legal rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the Offeror will be located in Canada, and some or all of their officers or directors may be residents of Canada. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment. Securityholders should be aware that the Offeror may purchase securities otherwise than under the Offer, such as in open markets or privately negotiated purchases.

For more information please contact:

Jeffrey G. Kerbel
Tel: 905 840-1011
Email: [email protected]
Fax: 905 840-1535

To view the source version of this press release, please visit