<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement under Section 14(d)4
of the Securities Exchange Act of 1934
WYANT CORPORATION
-----------------
(Name of Subject Company)
WYANT CORPORATION
-----------------
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
--------------------------------------
(Title of Class of Securities)
982855108
(CUSIP Number of Class of Securities)
James A. Wyant
Vice Chairman and Corporate Secretary
Wyant Corporation
1170 U.S. Highway 22 East, Suite 203
Bridgewater, New Jersey 08807
(514) 636-9926
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
Copies to:
Kenneth E. Adelsberg, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE> 2
--------------------------------------------------------------------------------
PRESS RELEASE
--------------------------------------------------------------------------------
LOGO LOGO
PERKINS
Cascades Group WYANT CORPORATION
PERKINS PAPERS LTD. TO ACQUIRE WYANT CORPORATION
Candiac (Quebec) August 30, 2000 -- Perkins Papers Ltd. (TSE, symbol: PKN), a
subsidiary of Cascades Inc. (TSE, symbol: CAS) and Wyant Corporation (NASDAQ
Small Cap, Symbol: WYNT) announced today that they have entered into a
definitive agreement whereby Perkins Acquisition Corp., a wholly-owned
subsidiary of Perkins, will make a tender offer for all of the issued and
outstanding shares of common stock of Wyant for US$4.00 per share in cash.
Pursuant to this agreement, and promptly following the tender offer, Perkins
Acquisition Corp. will merge with Wyant resulting in Wyant becoming a
wholly-owned subsidiary of Perkins.
Perkins has also entered into a definitive agreement with the Wyant family,
which controls a majority of the shares of the common stock of Wyant
Corporation, in which they have agreed to sell all of their common shares and
convertible preferred shares.
The Board of Directors of each of Wyant and Perkins have unanimously approved
the tender offer and merger.
The transactions are subject to, among other things, customary regulatory
approvals in Canada and the United States and are expected to close during the
fourth quarter of 2000.
Mr. Donald C. MacMartin, the Chairman of the Board and Chief Executive Officer
of Wyant stated: "The combination of Perkins and Wyant is an excellent strategic
fit as it will further strengthen the paper segment of our business by providing
a fully integrated operation and a secure source of paper supply. Our operating
subsidiaries, Wood Wyant Inc. and IFC Disposables, Inc., will operate as
autonomous entities within the Perkins Group, specializing in the distribution
of sanitation supplies. These subsidiaries will pursue growth in this promising
market and will benefit from synergies with Perkins."
In commenting on this transaction, Mrs. Suzanne Blanchet, President and Chief
Executive Officer of Perkins stated: "This transaction is the logical outcome of
a long business relationship between the two corporations. The acquisition of
Wyant by Perkins is in keeping with our growth strategy, as it allows us to
increase our proportion of converted products toward our 75% target. It also
reinforces our sales network on a pan-Canadian scale. Wyant possesses a vast
expertise in manufacturing, converting and distributing sanitation supplies, a
unique concept in Canada which we intend to further develop."
The total amount of the transaction, which includes the purchase of all the
common shares and convertible preferred shares, is CDN$21.8 million (US$14.7
million) and will be financed through existing credit facilities available to
Perkins.
<PAGE> 3
- - - - - - - - - - - - - - - - - - - - - - - - -
Perkins Papers Ltd. is the second largest producer of tissue paper in Canada and
the seventh largest in North America. Perkins operates six mills and converting
plants, five of which are located in Quebec and one in North Carolina, with a
workforce of 950 employees. Perkins's industrial infrastructure includes eight
paper machines with a combined annual capacity of 262,000 short tonnes of tissue
paper. The Corporation also operates 38 converting units. A large share of its
production is converted into finished and semi-finished products such as
bathroom tissue, household towels, facial tissue, napkins and hand towels. To
complete its product lines, Perkins also produces folding cartons and kraft
paper bags. The Company sells its products under its own brand names such as,
Cascades(R), Satin Soft(R), Doucelle(R), Decor(R), North River(R), Perkins(R)
and Horizon(R) as well as under private labels. Perkins trades on the Toronto
Stock Exchange under the symbol PKN.
Wyant Corporation is an integrated sanitation and facility maintenance supply
company with extensive manufacturing, sales and distribution capabilities,
employing approximately 475 people in Canada and the United States through its
two subsidiaries, Wood Wyant Inc. and IFC Disposables, Inc.
Cautionary Statement under "Safe harbor" Provisions of the Private Securities
Litigation Reform Act of 1995: Statements made in this news release contain
information about Wyant's future business prospects. These statements may be
considered "forward looking".
These statements are subject to risks and uncertainties that could cause actual
results to differ materially from those set forth in or implied by such forward
looking statements. Among these risks and uncertainties are those described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of Wyant's annual report on Form 10-K for the year ended December
31, 1999. Wyant's actual results may differ materially from anticipated results.
For additional information and risks associated with Wyant's business prospects
and future operating results, please refer to Wyant's public filings with the
Securities and Exchange Commission.
Wyant Corporation's shareholders are advised to read the tender offer statement
regarding the acquisition of Wyant Corporation referenced in this news release,
which will be filed by Perkins Papers Ltd. and Perkins Acquisition Corp. with
the U.S. Securities and Exchange Commission, and the related
solicitation/recommendation statement which will be filed by Wyant Corporation
with the Commission. The tender offer statement (including an offer to purchase,
letter of transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to this offer.
These documents will be made available to all shareholders of Wyant Corporation
at no expense to them. These documents also will be made available at no charge
at the SEC's Web site, www.sec.gov. This announcement is neither an offer to
purchase nor a solicitation of an offer to sell securities of Wyant Corporation.
The tender offer will be made solely by an offer to purchase and related letter
of transmittal to be disseminated upon the commencement of the tender offer.
<PAGE> 4
-30-
FOR FURTHER INFORMATION:
Ms. Suzanne Blanchet Mr. Donald C. MacMartin
President and Chief Executive Officer Chairman and Chief Executive Officer
Perkins Papers Ltd. Wyant Corporation
(450) 444-6400 (514) 636-9926
[email protected] [email protected]
Mr. Stephane Milot
Director - Investor Relations
Cascades Group
(514) 282-2681
[email protected]
WEB SITE: www.perkins.ca
www.wyantcorp.com
<PAGE> 5
SUBJECT: Perkins Tender Offer for Wyant Common Shares
COMMENTS TO: Shareholder groups, employees, customers, suppliers and other
stakeholders following Press Release on August 30, 2000.
--------------------------------------------------------------------------------
bullet Wood Wyant is being sold at this time because following the death of
Company founder, Jerry Wyant, the Wyant Family has been re-evaluating
its options vis-a-vis the business. Given a clear expression of
interest from Perkins, the Wyant Family decided it was time to sell
their shares and pursue other endeavours.
bullet The offer from Perkins stems from a close working relationship between
the two companies for the past 25 years. Perkins is a significant
supplier of paper to Wood Wyant and, as such, there is a good
strategic fit between the companies.
bullet The combination of Perkins and Wood Wyant strengthens the paper
segment of the business by providing a fully integrated operation and
a secure source of paper supply. Sales of paper products represent
approximately 50% of Wyant's sanitation supply business. The merger
will help both companies expand their market presence and it provides
growth opportunities in Canada and the United States.
bullet Wood Wyant's strength as a leading sanitation supply distributor is
based on its ability to successfully bundle a full range of products
and services for the away-from-home markets in Canada, and we expect
this strategy to remain in place.
bullet We intend to continue to fully support all existing obligations and
commitments with customers and suppliers.
bullet It is the current plan that Wood Wyant and IFC Disposables, Inc. will
operate as "stand alone" business units within the Perkins Group and
with present management in place.
bullet
Wyant Corporation's shareholders are advised to read the tender offer
statement regarding the acquisition of Wyant Corporation, which will be filed by
Perkins Papers Ltd. and Perkins Acquisition Corp. with the U.S. Securities and
Exchange Commission, and the related solicitation/recommendation statement which
will be filed by Wyant Corporation with the Commission. The tender offer
statement (including an offer to purchase, letter of transmittal and related
tender offer documents) and the solicitation/recommendation statement will
contain important information which should be read carefully before any decision
is made with respect to this offer. These documents will be made available to
all shareholders of Wyant Corporation at no expense to them. These documents
also will be available at no charge at the SEC's Web site, www.sec.gov. This
announcement is neither an offer to purchase nor a solicitation of an offer to
sell securities of Wyant Corporation. The tender offer will be made solely by an
offer to purchase and related letter of transmittal to be disseminated upon the
commencement of the tender offer.
