13255026 Canada Ltd. entered into an arrangement agreement to acquire remaining 90.6% stake in Cervus Equipment Corporation (TSX:CERV) from Peter Lacey, Chairman of Cervus and Others for approximately CAD 290 million on August 15, 2021. 13255026 Canada will acquire all of the issued and outstanding common shares of Cervus, excluding those held by 13255026 Canada, for CAD 19.50 per share in cash, valuing Cervus at approximately CAD 302 million on an equity value basis. Cervus has agreed to pay a termination fee of CAD 10.86 million to Brandt if the transaction is terminated in certain circumstances. Completion of the transaction will be subject to shareholder approval by two-thirds of all votes cast at a special meeting of Cervus? shareholders. The completion of the transaction is also subject to certain third party approvals, including from each of John Deere Canada ULC and Peterbilt Motors Company, each of which has provided consent to proceed with the change of control, as well as certain regulatory approvals and other conditions customary for a transaction of this nature. The respective obligations of the parties to consummate the Transaction are subject to the satisfaction or waiver of a number of customary conditions, including, among others: (1) the special resolution approving the Arrangement to be considered at the Special Meeting shall have been approved and adopted by the Cervus shareholders in accordance with the interim order of the Court of Queen's Bench of Alberta (the "Interim Order"); (2) the Interim Order and final order of the Court of Queen's Bench of Alberta in respect of the Arrangement shall have been obtained in form and substance satisfactory to each of the Purchaser and Cervus, acting reasonably; (3) no law shall be in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Purchaser or Cervus and/or its affiliates from consummating the Arrangement; and (4) the required approvals under the Competition Act (Canada) shall have been made, given, obtained or satisfied and be in force and not modified or rescinded. Peter Lacey, Chairman of Cervus and the Company?s largest shareholder, who holds approximately 18% of the outstanding shares of Cervus, has entered into an irrevocable agreement to vote his Cervus shares in favor of the transaction. All of the other directors and executive officers of Cervus, who collectively hold approximately 1% of the outstanding shares of Cervus, have entered into revocable support agreements to vote their Cervus shares in favor of the transaction. The board of directors of Cervus has unanimously approved the agreement and recommend shareholders to vote in favor of the agreement. As at August 16, 2021, Brandt and its affiliates hold approximately 9% of the outstanding shares of Cervus. The Arrangement Agreement includes customary provisions relating to non-solicitation, subject to customary ?fiduciary out? provisions that entitle Cervus to consider and accept a superior proposal if not matched by Brandt. A Special Committee of independent members of the Board of Cervus was formed in relation to the proposal to effect the transaction. On September 10, 2021, Cervus has been granted an interim order by the Court of Queen's Bench of Alberta in respect of the arrangement. Cervus will hold the Special Meeting of shareholders to consider the transaction on October 12, 2021. As of September 30, 2021, Cervus Equipment Corporation each of Institutional Shareholder Services Inc. and Glass, Lewis & Co. have recommended that Cervus shareholders vote "FOR" the special resolution approving plan of arrangement. As of October 12, 2021, the transaction has been approved by the shareholders of Cervus Equipment. Cervus expects that the transaction will become effective in mid-to-late October 2021. CIBC World Markets, Inc. acted as financial advisor to Cervus and provided fairness opinion to the special committee and board of Cervus. Brent Kraus and Harinder Basra of Bennett Jones LLP is acting as legal advisors to the Cervus and the Special Committee. MLT Aikins LLP and Jeff Singer and Sean Vanderpol of Stikeman Elliott LLP acted as legal advisors for Brandt. Computershare Trust Company of Canada is the depository bank for Cervus. D.F. King Canada Inc. acted as transfer agent for Cervus. 13255026 Canada Ltd. completed the acquisition of remaining 90.6% stake in Cervus Equipment Corporation (TSX:CERV) from Peter Lacey, Chairman of Cervus and Others on October 22, 2021. The transaction was approved by the Court of Queen's Bench of Alberta on October 15, 2021. The shares are expected to be delisted from the Toronto Stock Exchange shortly and the company will also apply to cease to be a reporting issuer under applicable Canadian securities laws, subject to the satisfaction of applicable regulatory requirements. The Common Shares were delisted from the Toronto Stock Exchange at the close of trading on October 26, 2021.