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MONTREAL, Feb. 19, 2019 (GLOBE NEWSWIRE) -- Perlite Canada inc. (“Perlite” or the “Corporation”) (TSX-V: PCI) is pleased to announce that, at the special meeting of Perlite shareholders held yesterday in Montréal, shareholders approved the previously announced proposed amalgamation (the “Amalgamation”) of Perlite and 9388-6869 Québec Inc., a newly incorporated corporation indirectly owned by Richard Barabé, President and Chief Executive Officer of Perlite and Martin Joyal, Corporate Secretary of Perlite (collectively, the “Principals”), pursuant to which Perlite will be privatized. The Amalgamation was previously announced on November 29, 2018 and on January 14, 2019, the Corporation announced certain amendments thereto, including an increase of the cash consideration to $0.82 per common share.
99.04% of the votes cast were voted in favour of the Amalgamation, including 98.05% of the votes cast by shareholders other than the Principals and their related parties.
Assuming the satisfaction of all of the conditions to consummate the Amalgamation, the Amalgamation is expected to close on or about February 27, 2019. Pursuant to the Amalgamation, each shareholder, other than the Principals and their related parties, will be entitled to receive one redeemable share of the amalgamated corporation for each common share of Perlite held immediately prior to the Amalgamation, and each redeemable share will be immediately redeemed for $0.82 payable in cash as soon as practicable thereafter.
Applications will be filed to delist the common shares of Perlite from the TSX Venture Exchange and to terminate Perlite’s status as a reporting issuer under applicable Canadian provincial securities laws.
About Perlite Canada inc.
Perlite is a company incorporated under the laws of the Province of Quebec which specializes in the processing, distribution and sale of perlite and vermiculite. Perlite and vermiculite are used in the construction, industrial and horticultural sectors. The Corporation produces expanded perlite and exfoliated vermiculite in its two Canadian plants, one is located in Lachine (Quebec) and the second is located in Saint-Pacôme (Quebec). Perlite’s common shares trade on the TSX Venture Exchange under the symbol “PCI”.
Forward-Looking Statements
This press release contains forward-looking statements to which are associated risks and uncertainties. Any statement contained in this press release that does not constitute an historical fact can be considered as a forward-looking statement within the meaning of the Canadian securities legislation and regulations. In this press release, verbs such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “outlook”, “target”, “goal”, “guidance”, “anticipate”, “plan”, “foresee”, “believe”, “potential”, “project”, or “continue” and other similar expressions indicate generally forward-looking statements. Those statements do not warrant as for the future performance of Perlite Canada Inc. and they suppose known and unknown risks as well as uncertainties in such a way that true future perspectives or results of the Corporation may be notably different of future results expressed or implied by these forward-looking statements. Forward-looking information includes, but is not limited to, statements relating to the anticipated timing of the completion of the proposed Amalgamation.
In respect of the forward-looking statements and information concerning the anticipated timing for the completion of the Amalgamation, Perlite has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Amalgamation; and other expectations and assumptions concerning the Amalgamation. The anticipated timing for the completion of the Amalgamation may change for a number of reasons. Although Perlite believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
The risks and uncertainties include, but are not limited to, the satisfaction of the conditions to consummate the Amalgamation, including the occurrence of any event, change or other circumstances that could give rise to termination of the transaction, a delay in the consummation of the Amalgamation or failure to complete the Amalgamation for any other reason, the amount of the costs, fees, expenses and charges or the liabilities related to the Amalgamation, the failure to realize the expected benefits of the Amalgamation, and the risks associated with general economic conditions. Failure of the parties to satisfy the conditions to the completion of the Amalgamation or to complete the Amalgamation may result in the Amalgamation not being completed on the proposed terms, or at all. In addition, if the Amalgamation is not completed, and Perlite continues as a publicly-traded entity, there are risks that the announcement of the proposed Amalgamation and the dedication of substantial resources of Perlite to the completion of the Amalgamation could have an impact on its business and strategic relationships, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure of Perlite to comply with the terms of the acquisition agreement dated November 29, 2018 as amended January 14, 2019 may, in certain circumstances, result in it being required to pay an expense reimbursement fee to 9388-6869 Québec Inc., the result of which could have an adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.
Consequently, all of the forward-looking statements contained herein are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation.
Unless otherwise noted or the context otherwise indicates, the forward-looking statements in this press release are made as of the date of this press release and, except as required by law, Perlite disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Perlite Canada inc.
Richard Barabé or Martin Joyal: (514) 631-4251, (514) 631-4254 (Fax)