Majority shareholders of Wheels Group agree to bear the full brunt of any proration required to constrain the overall mix of cash and share consideration paid under a Radian Logistics acquisition

Radian Logistics, a listed Delaware corporation, is proposing that its new ULC subsidiary acquire all of the shares of Wheels Group for cash or Radian Logistics shares under a Plan of Arrangement.

No rollover treatment is offered, i.e., the ULC will not issue exchangeable preferred shares. However, the Wheels majority shareholders (i.e., shareholders, including some of the individual company founders, holding 78% of the Wheels shares, who entered into a lock-up agreement with Radian) will agree to be subject to whatever proration will be necessary to ensure that those minority Wheels shareholders who validly elect for cash or Radian shares will not have their choice subject to proration. The absence of rollover treatment should be acceptable to the minority shareholders given this right to elect for full cash.

Neal Armstrong.  Summary of Wheels Group Circular under Mergers & Acquisitions – Cross-Border Acquisitions – Inbound – Canadian Buyco.