Deadline stretched for Sun-Rype buy-out
The war of words between Sun-Rype and Clearly Canadian is likely to continue now that Clearly has extended its buy-out offer to Aug. 19.
Clearly Canadian is making what Sun-Rype terms a "hostile take-over bid" for the company which is owned by Okanagan orchardists. Both sides have met with growers to push their position, with statements from both parties causing the B.C. Securities Commission to order retractions and clarifications.
The boards of directors of Sun-Rype and the B.C. Fruit Growers' Association have urged shareholders to refuse to sell to Clearly Canadian, a Vancouver-based public company which produces fruit-flavoured sparkling water. The original offer expired Aug. 7. Clearly said it would buy all possible Class B shares in the company and that it also wanted the nine Class A "super voting" shares held by the BCFGA. Clearly also said it was legally obligated to continue to buy B.C. apples if it gained control of the juice company.
Sun-Rype called the offer "financially inadequate," telling shareholders their Sun-Rype shares were worth up to five times more than the most recent valuation. Directors also said the company was on its way to garnering a listing on the Toronto Stock Exchange.
Both sides had their hands slapped by the securities commission last week. Sun-Rype was ordered to fully disclose the steps it has taken to receive a TSE listing and to inform shareholders that reports suggesting shares are worth $6.50 to $8.50 are misleading.
"Shareholders should be aware that there is no formal valuation of Sun-Rype Class B shares at this level by any registered investment dealer or valuator.... the most recent such valuation... was $1.61 per Class B share," Sun-Rype told shareholders Wednesday.
The company also disclosed that as of July 5, 1996 only the "first draft" of the preliminary prospectus for the initial public offering of shares of Sun-Rype was made in regard to a listing on the TSE.
Clearly Canadian was ordered by the commission to come clean on four fronts: to explain that not all Class B shares offered for purchase may be bought; that all shares issued under current employee share purchase plans may not be bought; that an "all cash" sales option does not exists; and that Clearly is not legally committed to buy apples from Okanagan growers first.
"Clearly Canadian remains committed to providing Sun-Rype shareholders relevant and complete information to assist them with the most important decision in Sun-Rype's 50-year history," Clearly president Doug Mason said in a press release issued Friday.
He agreed the company is under no "legal obligation" to purchase more than six million Class B shares if the shares are tendered for sale. However, Mason said it was the company's intention to purchase all B shares available. The same, he said, is true of the offer to purchase employee shares.
Mason also said the only payment offers available include trading one Sun-Rype share for one unissued share in Clearly Canadian, or selling the Sun-Rype share for $1.61, in cash, plus one-half of one Clearly Canadian unissued share.
Mason also conceded that there is no legal obligation for the company to buy Okanagan apples but added that is the company's intention.
But Mason did not limit his comments to the commission's directives.
"Clearly Canadian is pleased that the B.C. Securities Commission has intervened to put a stop to the harmful misrepresentations Sun-Rype has been making over the last three weeks to its shareholders.
"Clearly Canadian never took seriously the Sun-Rype directors' general claim that they were well on their way to a public listing, or more particularly, their claims about Sun-Rype's hypothetical stock valuation. Our major concern has always been how Sun-Rype directors' statements could seriously prejudice shareholders against Clearly Canadian's offer," Mason said.
He added the bid now comes down to an "issue of credibility and a clear choice between a dynamic future or the status quo."
"Shareholders can choose immediate liquidity and the many other benefits detailed in Clearly Canadian's premium offer or they can continue to wait for Sun-Rype management to finally deliver on promises they have been making for years but seem no closer to realizing," Mason added.
Sun-Rype president and CEO Bob Holt took exception to the remarks and lodged a formal complaint with the securities commission.
Words were again exchanged Tuesday when Clearly Canadian announced its plans to extend its offer deadline. The company also said it has changed its stance and no longer requires a minimum of four million B shares and at least one Class A voting share. According to Mason, this means his company will proceed with its offer even if the BCFGA does not tender any of its Class A shares.
Mason said the offer was changed in order to allow shareholders the opportunity to make their own decisions regarding the bid.
"Many shareholders are upset with the closed-minded approach of Sun-Rype management and the BCFGA to our premium offer... It is now time for Sun-Rype and the BCFGA to follow, rather than dictate, the real wishes and needs of their respective shareholders and delegates," Mason said.
Sun-Rype reacted quickly to the new offer saying the bid contains no improvements for shareholders.
"The new offer does not address any of the concerns expressed by the directors and only reflects the fact that the BCFGA, who control the A shares, have rejected Clearly Canadian's offer," Sun-Rype chairman Merv Geen said.
"The extension also obviously reflects the fact that very few of the B shares have been tendered," Geen added.
Apex resort supporters told Premier Clark willing to talk
The owners of Apex Mountain Resort are counting on public pressure to save the Penticton ski hill.
More than 800 people, many from the Oliver area, were on hand for a public show of support for the future of the resort last week. Supporters were urged to write the premier and Penticton MLA Rick Thorpe, sign a petition and buy seasons passes at reduced prices.
The provincial government has called in a $8 million loan made to the hill last year. The resort has been under continuous financial strain which it attributes to an ongoing disagreement with the Penticton Indian Band over road access.
The crowd cheered Penticton Mayor Jake Kimberly when he said he had assurances from Premier Glen Clark that it was in the province's "best interests to see the operation of the hill continue."
But Doug Guerard, representing Apex property owners, wanted that commitment made in writing. If a receiver is appointed, it would only operate the ski hill for 90 days, he said.
"We've heard from Apex that the government plans to liquidate in November," Guerard said.
"We call on the government to immediately issue a statement that Apex Resort will operate this winter," he said. "We want a guarantee that Apex's assets are not sold off to settle a government problem... We want the government to provide the legal access (that is) so badly required,"
Penticton economic development spokesman George Vallance said the ski hill pumps $13 million annually into the local economy and provides 250 jobs during its peak season.
"This is not small business and we cannot afford to be without it," Vallance said of the resort. "Any loss of skiing days in Penticton will result in a domino effect to small business owners (and) independent contractors."
MLA Thorpe, who attended the rally with local MLA Bill Barisoff, urged the supporters to take action.
"We can't allow one wiggle room for the premier and his staff. They do not believe that we are serious up here... it is up to you to show government you are serious," Thorpe said.
Apex spokesman Mel Reeves agreed.
"The challenge is to (Premier Glen) Clark and the native community. Their (Native's) issue is an issue with the government, not an issue with Apex," Reeves said.
A lone heckler in the crowd, a member of the Penticton Indian Band, asked Reeves to "come to our table."
"We would be most willing to meet on Band lands with the government to solve this issue," Reeves replied.
Since Thursday's rally, Apex has sold more than 1,300 seasons passes at the reduced rates of $299 for adults and $199 for teens and seniors. Children under 12 will ski free at the resort this year.
In addition, more than 3,800 people have signed a petition asking the government to reconsider its foreclosure stance.
Host Families Still Needed For Eight Youth
The Canada World Youth exchange which comes to Oliver this September is well on its way to getting set up, with one important exception - many of the participants still need places to live.
"The exchange is a fantastic way to learn about another culture as well as to support a tremendous learning experience for the participants," said exchange project leader Kyle Pearce.
Pearce is hoping families with or without children will see this for the great learning opportunity that it is.
"Host families get to share the young people's positive attitude towards the future, and to involve them in contributing to a better world."
The participants are between the ages of 17 and 21, and will be busy volunteering four days a week in local workplaces. The special focus of the exchange is Community Economic Development, so their workplaces will contribute to their understanding of how the local economy functions.
"Participants will be volunteering at the (Okanagan Similkameen Cooperative) Growers' Association, Sonax, the general hospital, and at the Osoyoos Indian Band office," said Pearce. "But we also want them to learn how people are working to develop ways that local businesses and wineries can use to attract more tourist dollars to the area."
Pearce hopes that the participants will be able to get involved in the work that local business people are doing in this regard.
The work placements will take up four days of the week. On the fifth day, the participants will meet as a group to discuss what they have learned through their experiences and through special research projects.
"Because the participants are busy during the week, and because they stay in pairs, Host Families don't have to feel the need to entertain the youth staying with them," Pearce said. "Instead, the families provide a place where youth can share ideas, learn language and find support."
When young people are in an international exchange, the experience of living with a Host Family is the most important part, according to Leah Forman, former Canada World participant and Osoyoos resident.
"When I look back on my Canadian phase, my Host Family was everything. I had a 10-year-old host brother, for whom I would translate English cartoons into French, and a 14-year-old host sister, who needed someone to look up to. She looked up to me," Forman said.
Such comments are not unusual, and the attitude is shared by families who have hosted participants. Pat Wessel, whose family welcomed participants from a different exchange between Indonesia and Canada, shares Forman's enthusiasm for the experience.
"I enjoyed having the two young men and peripherally, the whole group of them," the Oliver resident said.
She described them as "keen and eager and ready to take on the world: that's something that I really enjoyed."
Wessel said they made it a point of letting the participants know what was expected of them at first, and that made the experience easier for both the family and the participants.
"I told them things like: this is the shower, this is how you work the taps, and let them know what I expected of them. Their area was basically downstairs, let them know that we expected them to change their sheets once a week, and showed them how to work the washing machine," Wessel said. "We just let them know what we expected and found out what kind of an experience they were looking for."
Judy Nicholas, another Host Family with the Indonesia exchange, suggested that making the participants feel at home and encouraging them to spend time with the rest of the family was important.
"We gained from the exchange because we learned about different cultures, both Indonesian and Quebecois. And having two made it easier, because we didn't have to entertain them."
When asked about problems with language, Nicholas suggested that it was not a problem at all.
"The language barrier was more fun than a problem," Nicholas said.
Wessel added "there were little misunderstandings which were funny - he thought he knew what we were talking about, but 10 minutes later he realized that he hadn't understood."
Canada World Youth pays families $60 per participant per week to pay for food. And the Project Leader is always available to give support to both Host Families and the youth participants.
"With all the events going on between October and mid-December, families can expect the participants to be busy most of the time."
For more information on how to get involved, you can call Kyle Pearce at 498-0543.
Editorial for week of August 7, 1996
Good business or bad politics?
What exactly does the provincial government hope to achieve by calling the loan at Apex Resorts? Do they imagine they can recover even a small part of their $8 million loan to the ski mountain without stripping the mountain bare? Who is the courageous private investor who will buy the assets under the current circumstances?
The difficulties at Apex Resort come out of access problems created originally by the provincial government. It is they who built the roads without having secured proper transfer of the road right-of-way from the local Indian band. It was in acknowledgment of their responsibility for the access problems that the loan was advanced during the blockade by the Penticton Indian Band.
The provincial government has now added to their earlier failure by now failing to solve the access problems in the past two years of negotiations. So who is to pay the price for the provincial government's dismal record? The private individuals who took the government at its word and continued to pour investment into ski cabins, condos and improved ski facilities are the victims here.
The worst of it is that the provincial government is justifying its abandonment of the local people involved in the hill as a good business decision. This isn't good business, this is the worst of politics. The government should be ashamed.