VANCOUVER, British Columbia, Sept. 13, 2019 (GLOBE NEWSWIRE) -- 0944460 B.C. Ltd. (“094”) announced today that it has completed its going private transaction described in 094’s information circular dated August 14, 2019.
094 has effected a consolidation of its shares on the basis of one post-consolidated share for each 31,019,125 pre-consolidated shares (the “Consolidation”). The Consolidation has resulted in all of the holders of shares of 094 (except for 0950193 B.C. Ltd.) holding a fractional interest in the post-consolidated shares of 094. As fractional shares will not be issued, each former holder of shares of 094 is entitled to receive $0.00209 in cash for each pre-consolidated share held immediately prior to the Consolidation in lieu of certificates for fractional post-consolidated shares (with no amount being paid to a holder of shares who would be entitled to receive, net of withholding taxes, less than $10).
As a result of the Consolidation, 0950193 B.C. Ltd. is now the sole shareholder of 094, holding one common share and 886 Class A Preferred Shares.
094 obtained shareholder approvals to effect the Consolidation at its recent special meeting of shareholders held on September 12, 2019, as described in 094’s information circular that was sent to shareholders on August 14, 2019 with the notice of such meeting. September 13, 2019 serves as the “Effective Date” of the Consolidation and the record date for determining holders of shares to be entitled to receive the cash amount for their fractional shares.
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.
094 will apply to the applicable Canadian securities regulatory authorities for an order that 094 will no longer be a reporting issuer under Canadian securities laws.
On Behalf of the Board of Directors of 0944460 B.C. Ltd.
Chief Executive Officer
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 completion of the 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.