Sun-Rype Products Ltd. announces leading independent proxy firm recommend in favour of the transction with Great Pacific Industries Inc. and SRF Acquisition Inc.
KELOWNA, BC, Sept. 5, 2013 /CNW/ - Sun-Rype Products Ltd. (TSX:SRF) ("Sun-Rype" or the "Company") announced today that Institutional Shareholder Services, Inc. ("ISS"), a leading independent proxy firm has recommended that Sun-Rype shareholders vote FOR the arrangement agreement proposed by SRF Acquisition Inc. ("SRF"), a wholly-owned subsidiary of Great Pacific Industries, Inc., a significant shareholder of Sun-Rype. SRF will acquire all of the issued and outstanding shares of Sun-Rype not held by SRF or the SRF Affiliates. If the Arrangement is completed, each Shareholder other than SRF, the SRF Affiliates and any dissenting shareholders will be entitled to receive $7.50 for every Common Share held.
ISS summarized their recommendation as follows: "A vote FOR is warranted based on a review of the terms of the transaction and, in particular, the significant premium, the favorable market reaction and no significantly noted governance concerns."
Sun-Rype has scheduled a special meeting of shareholders to be held on September 24, 2013 at 10:00 a.m. Pacific Time where they will seek shareholder approval of the Arrangement.
The Board of Directors of Sun-Rype UNANIMOUSLY recommends a vote IN FAVOUR of the Resolution. Shareholders are encouraged to review the Management Information Circular of Sun-Rype dated August 20, 2013, which provides a detailed discussion of the Arrangement. A copy of the proxy circular is available on the Company's website at www.sunrype.com or on SEDAR at www.sedar.com.
Subject to obtaining Court and all other required approvals as well as the satisfaction of all other conditions precedent, if Shareholders approve the Arrangement Resolution, it is anticipated that the Arrangement will be completed on or about September 30, 2013.
How to Vote
Due to essence of time, Shareholders are urged to vote today using the methods below. The deadline for voting is September 20, 2013 at 10:00 a.m. Pacific Time. However, shareholders are urged to vote well in advance to ensure their votes are received in a timely manner.
Registered Shareholders- Shareholders who have physical certificates representing Sun-Rype shares may vote via the internet at https://proxy.valianttrust.com using the control number located on the Proxy or by fax at 604-681-3067.
Beneficial Shareholders- Shareholders who hold their shares through a broker or other intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction form.
Shareholders who have questions or need any additional information should contact their professional advisors or you may contact Laurel Hill Advisory Group, Sun-Rype's proxy solicitation agent, toll-free at 1-877-452-7184 (416-304-0211 collect) or by email at firstname.lastname@example.org.
ISS is Canada's leading independent proxy advisory firm and the leading authority on proxy voting and corporate governance issues in Canada with over 1,700 clients. ISS has been providing advisory and voting services to leading pension funds, investment managers, mutual funds and other institutional shareholders since 1987.
Sun-Rype Products Ltd., based in Kelowna, BC, is a manufacturer and marketer of fruit-based juices and snacks. Sun-Rype is a publicly traded Canadian company with its common shares listed on the Toronto Stock Exchange under the symbol SRF.
Forward Looking Statements
Statements contained in this press release, which are not based on historical fact, including without limitation, statements containing the words "may", "will", "plans", "intends", "expects", "anticipates", "believes", "estimate", "continue" and similar expressions, constitute "forward looking information" within the meaning of applicable Canadian securities laws. Forward looking statements contained in this document may involve, but are not limited to, statements relating to the Company's objectives, priorities, strategies, actions, targets, expectations and outlook. Forward looking statements are necessarily based upon assumptions and predictions with respect to the future, including but not limited to the factors referred to below. As a result, forward looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied thereby. These risks, uncertainties and other factors include, but are not limited to, changes in the consumer packaged goods industry and external market factors, as well as the factors referred to in the Company's Annual Information Form dated March 6, 2013, and its other filings with the applicable Canadian securities regulatory authorities. In light of these uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward looking statements. Except as required by law, the Company assumes no obligation to update or revise such information to reflect later events or developments.
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