Intertape Polymer: Dissident proxy circular revised, number of board nominees cut in half

By Lisa Kerner

Charlotte, N.C., June 22 - 6789536 Canada Inc. amended its dissident proxy circular, seeking the election of three, rather than six, nominees to Intertape Polymer Group Inc.'s board of directors.

The reduction is due to provisions in the company's 2004 credit facilities and outstanding notes.

6789536 Canada's remaining three nominees are Eric E. Baker, president of Altacap Investors Inc.; Allan Cohen, managing director, First Analysis Corp.; and Melbourne F. Yull, former chief executive officer of Intertape Polymer.

If elected, the nominees plan to appoint Yull as executive chairman of Intertape Polymer for a three-to-six month period, appoint a new company chief executive officer within 90 to 180 days, review the company's financing needs and, if necessary, raise capital.

6789536 Canada, incorporated for purposes of the proxy solicitation, is led by Baker and Christopher J. Winn, also of Altacap Investors.

George J. Bunze, vice-chairman, Kruger Inc.; Stephane Lebrun, investment analyst, Letko, Brosseau & Associates Inc.; and Torsten A. Schermer, president, MESC Corp., are no longer being put forth as nominees.

"We are gratified by the strong support that we have received from shareholders of Intertape Polymer," Baker, 6789536 Canada's president, said in a news release.

"In light of the proxy forms submitted by shareholders, we are very confident that we will be successful at the shareholders' meeting on June 26."

On May 2, Intertape Polymer agreed to be acquired by a wholly owned subsidiary of Littlejohn Fund III, LP for $4.76 per share in a cash transaction valued at $500 million, including debt. Littlejohn is a private equity firm based in Greenwich, Conn.

6789536 Canada believes the plan of arrangement undervalues Intertape Polymer and is "opportunistic for the purchaser," a prior company news release stated.

Intertape said the proposals presented in the dissident proxy circular against the merger plan are not in the best interests of its shareholders and involve significant risks. The circular itself was considered "vague and lacking specifics" by Intertape's board.

Intertape is located in Saint Laurent, Quebec, and develops polyolefin films, paper and film pressure-sensitive tapes and complementary packaging systems.

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