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VANCOUVER, BC, June 3, 2022 /PRNewswire/ - Avcorp Industries Inc. (TSX: AVP) (the "Company" or "Avcorp") is pleased to announce the mailing of its management information circular (the "Circular") and related proxy materials to its shareholders and optionholders (collectively, the "Securityholders") in connection with the annual general and special meeting of Securityholders to be held at 10:00 a.m. (Vancouver time) on June 30, 2022 (the "Meeting"). The Circular and related proxy materials are being mailed to Securityholders of record as of May 24, 2022. At the Meeting, Securityholders will be asked to consider, and if deemed advisable, approve, among other things, the Company's previously announced transaction with Latécoère S.A. (the "Purchaser").
Pursuant to the transaction, the Purchaser has agreed to acquire all of the issued and outstanding common shares of Avcorp (each, an "Avcorp Share") for consideration of $0.11 in cash per Avcorp Share. In addition, each unexercised option of Avcorp (an "Avcorp Option") will automatically vest and be cancelled in exchange for a cash payment from the Company equal to the amount (if any) by which $0.11 exceeds the exercise price of such Avcorp Option. The transaction will be implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). On May 31, 2022, the Company obtained an interim order of the Supreme Court of British Columbia (the "Court") providing for the calling and holding of the Meeting and other procedural matters related to the Arrangement.
The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the favourable recommendation of the Arrangement by both the board of directors of Avcorp and its special committee comprised entirely of independent directors, the requirements for the Arrangement to become effective, the procedure for receiving consideration payable under the Arrangement, procedures for voting at the Meeting and other related matters, including standard annual general meeting matters. Securityholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to Securityholders. A copy of the Circular and related proxy materials is available under Avcorp's profile on SEDAR at www.sedar.com.
YOUR VOTE IS IMPORTANT. VOTE TODAY.
The Board of Directors of Avcorp UNANIMOUSLY recommends that Securityholders
vote FOR of the Arrangement.
The closing of the Arrangement is subject to the approval of the Securityholders, applicable court, regulatory and stock exchange approvals and the satisfaction or waiver of certain other customary closing conditions for a transaction such as the Arrangement. Assuming all conditions are satisfied, the Company expects that the closing of the Arrangement will be completed in the third quarter of 2022.
How to Vote
A proxy form or voting instruction form will accompany the meeting materials the Securityholders receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered shareholder or optionholder of the Company are provided in the Circular. Most Avcorp shareholders are beneficial shareholders.
If you are a registered Securityholder, we encourage you to take the time now to complete, sign, date and return the enclosed form(s) of proxy by no later than 10:00 a.m. (Vancouver time) on June 28, 2022 (or 48 hours prior to the time of any adjournment or postponement of the Meeting), to ensure that your Avcorp Shares and Avcorp Options will be voted at the Meeting in accordance with your instructions, whether or not you are able to attend in person. If you hold your AVCORP Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Avcorp Shares.
Securityholders who would like additional copies, without charge, of the Circular or have additional questions about the Arrangement, including the procedures for voting Avcorp securities or completing transmittal documents, should contact their broker or Ruth MacDonald at 604-587-4938 or email@example.com.
Update to Circular
The Company also wishes to advise that the record date for determining the Securityholders entitled to receive notice of an to vote at the Meeting (the "Record Date") referenced in the Circular was inadvertently misstated. The Company confirms that the Record Date is May 24, 2022 and all references to the Record Date in the Circular should be to May 24, 2022. No other revisions to the Circular are required.
The Avcorp Group designs and builds major airframe structures for some of the world's leading aircraft companies, including BAE Systems, Boeing, Bombardier, Lockheed Martin and Subaru Corporation. The Avcorp Group has more than 65 years of experience, over 490 skilled employees and 560,000 square feet of facilities. Avcorp Structures & Integration located in Delta British Columbia, Canada is dedicated to metallic and composite aerostructures assembly and integration; Avcorp Engineered Composites located in Burlington Ontario, Canada is dedicated to design and manufacture of composite aerostructures, and Avcorp Composite Fabrication located in Gardena California, USA has advanced composite aerostructures fabrication capabilities for composite aerostructures. The Avcorp Group offers integrated composite and metallic aircraft structures to aircraft manufacturers, a distinct advantage in the pursuit of contracts for new aircraft designs, which require lower-cost, light-weight, strong, reliable structures. Comtek Advanced Structures Ltd., at our Burlington, Ontario, Canada location also provides aircraft operators with aircraft structural component repair services for commercial aircraft.
Avcorp Composite Fabrication Inc. is wholly owned by Avcorp US Holdings Inc. Both companies are incorporated in the State of Delaware, USA, and are wholly owned subsidiaries of Avcorp Industries Inc.
Comtek Advanced Structures Ltd., incorporated in the Province of Ontario, Canada, is a wholly owned subsidiary of Avcorp Industries Inc.
Avcorp Industries Inc. is a federally incorporated reporting company in Canada and traded on the Toronto Stock Exchange (TSX:AVP).
CHIEF EXECUTIVE OFFICER
Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. Forward-looking information in this news release relates to, among other things: the timing and receipt of required Securityholder, court, stock exchange and regulatory approvals for the Arrangement; the ability of Avcorp and the Purchaser to satisfy the other conditions to, and to complete, the Arrangement; the anticipated timing of the Meeting; and the closing of the Arrangement.
These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant uncertainties and contingencies. Many factors, both known and unknown could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary Securityholder, court and regulatory approvals or consents and lack of material changes with respect to Avcorp and its business, all as more particularly set forth in the arrangement agreement dated May 4, 2022 between the Company and the Purchaser (the "Arrangement Agreement"). In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, the Company has made certain assumptions that management believes are reasonable at this time, including assumptions as to the time required to prepare and mail shareholder meeting materials. These dates may change for a number of reasons, including inability to secure necessary Securityholder, court and regulatory approvals in the time anticipated or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. In addition, in the event the Arrangement Agreement is terminated in certain circumstances, Avcorp may be required to pay a termination fee to the Purchaser, the result of which could have a material adverse effect on Avcorp's financial position and results of operations and its ability to fund growth prospects and current operations. The forward-looking information in this news release describes the Company's expectations as of the date of this news release. Readers are cautioned against attributing undue certainty to forward-looking statements or information. Although Avcorp has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.
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SOURCE Avcorp Industries Inc.