Dare not ‘a suitable IPO candidate’

COURT HEARING

DREW HASSELBACK TORONTO • Carolyn Wilfred-Dare, one of three siblings who control the family owned Dare Foods Group snack empire, in 2014 engaged an investment bank to look at taking the company public, a court hearing was told on Thursday.

Bill Farrell, executive chairman of Dare Foods, said Wilfred-Dare asked him to attend a meeting with a Toronto investment bank in July 2014. She wanted him to provide the bank with some financial information about the company, and share his thoughts on whether Dare Foods should go public. At that meeting, he explained to the bankers that he didn’t think an IPO was a good idea.

“My opinion was that Dare would not be a suitable IPO candidate for the simple reason that there’s no growth story there,” he said in response to questions from John Chapman, lawyer for Wilfred-Dare’s brothers, Bryan and Graham Dare.

Wilfred-Dare has sued her brothers under the “oppression remedy” provision of Ontario’s Business Corporation’s Act. She wants Justice Barbara Conway of the Ontario Superior Court to order that her brothers buy out her indirect, minority stake in the company at fair market value.

In 2014, she offered to sell her 20 per cent stake in the company for $55 million, but her brothers refused, in part because in 2010, Saputo Foods Ltd. sold a 21 per cent stake in Dare for $28.5 million.

After her brothers refused her offer, Wilfred-Dare began looking for another buyer, which she was allowed to do under the shareholders agreement. In May 2014, she hired a New Zealand investment bank, Taurus Group Ltd., to help market her shares.

Farrell said the brothers then instructed him to help Wilfred-Dare and Taurus line up other possible purchasers for her stake in Serad Holdings Ltd., the company through which the three siblings own an 80 per cent stake in Dare Foods. (Serad is “Dares” spelled backwards).

Farrell said he helped set up a system under which serious potential buyers could sign non-disclosure agreements, Carolyn Wilfred-Dare