TORONTO, Nov. 28, 2017 (GLOBE NEWSWIRE) -- Dominion Citrus Limited (“Dominion Citrus” or “DCL”) is pleased to announce that DCL shareholders voted overwhelmingly to approve the plan of arrangement (the “Plan of Arrangement”) pursuant to which Dominion Subco Inc. (“Subco”) will acquire all of the 1,021,150 issued and outstanding Series A Preference Shares of Dominion Citrus (the “Preference Shares”) for $1.75 per Preference Share, following which Dominion Citrus and Subco will amalgamate to continue as Dominion Citrus Limited (the “Arrangement”). The Plan of Arrangement includes a settlement and release of all claims (if any) which holders of Preference Shares may have against DCL and its affiliates, without further payment.
At the special meeting of shareholders held today, November 28, 2017 (the “Meeting”), almost 100% of the votes cast by holders of Common Shares and Preference Shares voting together and 99.98% of the votes cast by holders of the Preference Shares voting separately as a class were voted in favour of the Arrangement. In addition, on a vote by the holders of Preference Shares, excluding those shareholders who are “interested parties” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, 99.98% of the votes cast were voted in favour of the Arrangement.
Dominion Citrus will apply to the Ontario Superior Court of Justice (Commercial List) on November 30, 2017 for a final order approving the Arrangement. If all conditions to completion of the Arrangement are satisfied, the Arrangement is expected to become effective on December 31, 2017.
Copies of the meeting materials, and certain related documents with respect to the Arrangement, are available on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable securities laws ("forward-looking statements") that relate to the proposed Plan of Arrangement. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual events in respect of the proposed Plan of Arrangement to differ materially from the anticipated events expressed or implied by such forward-looking statements. Such statements and factors include, but are not limited to: the proposed Plan of Arrangement, the outcome and merits of the proposed Plan of Arrangement; the effect that the proposed Plan of Arrangement may have on the operational or financial conditions of DCL; availability of financing if required in connection with the proposed Plan of Arrangement; developments in the capital markets; material adverse developments in DCL’s business; and other factors discussed under "Risk Factors" in DCL’s continuous disclosure materials and other documents filed and to be filed with Canadian provincial securities regulatory authorities. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. DCL does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
For further information, please contact:
Paul Scarafile
Chief Executive Officer
Dominion Citrus Limited
165 The Queensway, Suite 302
Toronto, Ontario, M8Y 1H8.
Tel: (416) 259-6328 x 250