VANCOUVER, British Columbia, Sept. 12, 2019 (GLOBE NEWSWIRE) -- 0944460 B.C. Ltd. (“094”) announced today that its shareholders have approved its going private transaction described in 094’s information circular dated August 14, 2019.
The going private transaction is being carried out as a consolidation of the outstanding shares of 094 on the basis of one share for each 31,019,125 pre-consolidated shares (the “Consolidation”). Fractional shares will not be issued and each former holder of a fractional share will be entitled to receive $0.00209 in cash for each pre-consolidated share held immediately prior to the Consolidation (with no amount being paid to a holder of voting common shares who would be entitled to receive, net of withholding taxes, less than $10). The effective date of the Consolidation is expected to be September 13, 2019.
As a result of the Consolidation, 0950193 B.C. Ltd. will become the sole shareholder of 094.
In order for former holders of shares to receive the cash amount to be paid to them for their shares, the certificates representing the pre-consolidated shares must be delivered to Computershare Investor Services Inc. together with a duly completed and signed Letter of Transmittal in the form delivered to holders of shares with the notice of meeting and accompanying information circular dated August 14, 2019 of 094. There is no settlement date or distribution date on which funds are to be distributed.
Following the Consolidation, 094 will apply to the applicable Canadian securities regulatory authorities for an order that 094 is no longer be a reporting issuer under Canadian securities laws.
On Behalf of the Board of Directors of 0944460 B.C. Ltd.
Sam Parrotta
Chief Executive Officer
604-602-7711
604-688-7907 (Fax)
Forward Looking Statements
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements herein, other than statements of historical fact, are to be considered forward looking. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “believe”, “potential”, “continue”, “is/are likely to”, “should”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Although 094 believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to the proposed Consolidation and going private transaction. In making such forward-looking statements, 094 has relied upon a number of material factors and assumptions. Although 094 believes that the expectations with respect to such forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties, including but not limited to the risk that the necessary regulatory and shareholder approvals are not obtained, the conditions to completing the transaction may not be met, or the transaction may be terminated or re-negotiated on different terms. Other risks include market prices, operating successes and failures, continued availability of capital and financing, and general economic, market or business conditions as well as risk factors described in documents filed with regulatory authorities. Accordingly, there can be no assurance that such expectations will prove to be correct and accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.