HAMILTON, Bermuda, May 21, 2010 (GLOBE NEWSWIRE) -- W.P. Stewart & Co., Ltd. ("W.P. Stewart" or the "Company") held a Special Court-Ordered General Meeting (the "SGM") of shareholders in Hamilton, Bermuda on 20 May 2010. At the SGM, the Company's shareholders approved a share exchange transaction to be effected by a scheme of arrangement (the "Scheme of Arrangement") between the Company and the holders of its common shares pursuant to which each holder of common shares of the Company that are issued and outstanding immediately before the transaction is effected will transfer such common shares to a newly incorporated Delaware corporation and currently a wholly owned subsidiary of the Company (the "Delaware Company") solely in exchange for the same number of shares of common stock of the Delaware Company.
As a condition to the Scheme of Arrangement becoming effective, a sanction of the Scheme of Arrangement must be obtained from the Supreme Court of Bermuda. The sanction hearing for this purpose is currently scheduled to occur on 28 May 2010 at the Supreme Court of Bermuda in Hamilton, Bermuda.
After effecting the Scheme of Arrangement, the Company will become a direct, wholly-owned subsidiary of the Delaware Company. Immediately thereafter, the Company will be amalgamated with and into the Delaware Company, with the Delaware Company continuing as the surviving corporation in the amalgamation and with the Delaware Company being renamed "W.P. Stewart & Co., Ltd." As a result of this transaction the Company will have reorganized from an exempted company incorporated with limited liability under the laws of Bermuda to a Delaware corporation. Completing the Scheme of Arrangement and amalgamation is intended to be a further step along the path of simplifying the Company's corporate structure and further reducing its underlying cost base, as more fully described in the Company's press release dated 6 April 2010.
W.P. Stewart & Co., Ltd. is an asset management company that has provided research intensive equity management services to clients throughout the world since 1975. The Company is headquartered in Hamilton, Bermuda and has additional operations or affiliates in the United States and Europe.
The Company's shares are listed for trading on the Bermuda Stock Exchange (BSX:WPS) and are currently traded in the U.S. on the Pink Sheets (Pink Sheets:WPSLF). It is anticipated that following the reorganization described above, the common stock of the Delaware Company will be traded on the Pink Sheets under a symbol to be announced, but will not be listed for trading on the Bermuda Stock Exchange.
For more information, please visit the Company's website at http://www.wpstewart.com, or call W.P. Stewart Investor Relations at 1-888-695-4092 (toll-free within the United States) or +441-295-8585 (outside the United States) or e-mail to IRINFO@wpstewart.com. Statements made in this release concerning our assumptions, expectations, beliefs, intentions, plans or strategies are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause actual results to differ from those expressed or implied in these statements. Such risks and uncertainties include, without limitation, the ability of the Company to complete the proposed corporate reorganization, the adverse effect from a decline or volatility in the securities markets, the general downturn in the economy, the effects of economic, financial or political events, a loss of client accounts, inability of the Company to attract or retain qualified personnel, a challenge to our U.S. tax status, competition from other companies, changes in government policy or regulation, a decline in the Company's products' performance, inability of the Company to implement its operating strategy, the effects of the Company's delisting and deregistration under the U.S. Securities Act of 1934, inability of the Company to manage unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations, industry capacity and trends, changes in demand for the Company's services, changes in the Company's business strategy or development plans and contingent liabilities. The information in this release is as of the date of this release, and will not be updated as a result of new information or future events or developments.