McVicar Industries Inc. Special Meeting Circular Mailed Regarding Proposed Amalgamation

Compliance Notice Regarding Idle Factory In China Received

Special Meeting Circular

TORONTO, April 3, 2014 /CNW/ - McVicar Industries Inc. ("McVicar") (TSXV symbol MCV) announces today that it has now mailed a Management Information Circular with respect to its previously announced special meeting of shareholders to be held on Tuesday, April 29th, 2014 (the "Meeting").  Shareholders are being asked at the Meeting to consider and, if deemed appropriate, to pass a special resolution approving the proposed amalgamation (the "Amalgamation") of McVicar with 1909734 Ontario Limited, a wholly owned subsidiary of GC Consulting & Investment Corp. ("GCCI"), a corporation controlled by Dr. Gang Chai, McVicar's chief executive officer, to form a new corporation ("Amalco") to be named McVicar Industries Inc. which will be a wholly owned subsidiary of GCCI.

As previously disclosed, upon completion of the Amalgamation, if approved, each outstanding McVicar common share (other than those held by shareholders who exercise their dissent and appraisal rights under s. 185 of the Business Corporations Act (Ontario) and by GCCI which will be cancelled) will be exchanged for one redeemable preferred share of Amalco, which will be redeemed by Amalco for cash consideration of $0.50 per preferred share as soon as possible following the Amalgamation.  All of the issued shares of Subco (currently held by GCCI) will be exchanged for shares of Amalco.  Consequently, completion of the Amalgamation will result in such shareholders effectively receiving a cash consideration of $0.50 per McVicar share and GCCI having effectively acquired 100% of the issued shares of McVicar.

The Circular contains, among other things, a summary of the formal valuation and fairness opinion (the "Valuation") dated March 27, 2014 prepared by Evans & Evans, Inc. of Vancouver.  The Valuation has been prepared under the supervision of a special committee (the "Special Committee") the board of directors of McVicar consisting of D. James Misener and Colin Digout, both of whom are independent of GCCI, and in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators and under the supervision of the Special Committee of the McVicar Board.

Evans & Evans Inc. concluded in the Valuation that the fair market value of McVicar common shares is within a range of $0.70 to $0.76 per share and as a result the value of the consideration to be received by shareholders on completion of the Amalgamation was not fair from a financial point of view.  However, although it did not make a recommendation to shareholders, the Special Committee noted that there were several qualitative factors which shareholders may consider in making their decision whether to support the Amalgamation.  These factors include:

  • Completion of the Amalgamation provides shareholders with the opportunity to monetize their investment in McVicar Shares at an attractive premium to the prevailing market free of broker commissions and fees
  • The $0.50 cash per McVicar Share to be received by shareholders represents a premium of more than 126.2% over the average closing price of McVicar Shares for the 30 days prior to the announcement of the Amalgamation;
  • Shareholders may not be able to realize a higher price through sales in the open market due to of the prevailing low trading price and volumes for McVicar; and
  • McVicar Shares have not closed at or above $0.50 on the TSXV since April 17, 2012.

Under applicable corporate law the Amalgamation must be approved by a special resolution passed by a majority of at least two-thirds of the votes cast at a meeting of the shareholders of McVicar.  The Amalgamation is also subject to the minority approval provisions of MI61-101 which require that the Amalgamation be approved by a simple majority of the votes cast at the special shareholders' meeting excluding the votes attached to shares held by GCCI, certain related parties (as such term is defined in MI 61-101) of GCCI any joint actor with GCCI.

The Valuation is now available for viewing on the Corporation's website www.mcvicar.ca and on SEDAR at www.sedar.com.  Copies of the Valuation are available for inspection during business hours at the executive offices of the Corporation at Unit 25, 11 Progress Avenue, Toronto, Ontario, Canada, M1P 4S7, tel:  416 366-7420 and a copy will be sent to any shareholder upon request and without charge.

Factory Compliance Notice

McVicar further announces that it has received a notice from local authorities in Anhui, China concerning a property held by McVicar`s indirect subsidiary, Anhui Linghua Chemical Co. Ltd.  The subject property is not in operations and the notice requests that McVicar consult with the authorities for the property or face sanctions.

About McVicar

McVicar Industries Inc., headquartered in Toronto, Canada, is focused on investments and acquisitions of businesses in China. At present, McVicar has operations in electronic components in several operations in China. 

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. The words "may", "will", "could", "should", "would", "believe", "plan", "anticipate", "estimate", "expect", "intend", and "objective" (or the negatives thereof), and words and expressions of similar import, are intended to identify forward-looking information, which may include statements made in this news release regarding the Amalgamation, shareholder and regulatory approvals, and McVicar's plans following completion of the Amalgamation. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, inability to obtain shareholder and/or regulatory approval of the Amalgamation, the Amalgamation not being completed for any other reason, and receipt by the Special Committee of an unfavourable formal valuation and/or fairness opinion. McVicar believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, for example, that McVicar will obtain all necessary approvals for the Amalgamation, the Merger Agreement will not be terminated, and the Amalgamation will be completed as currently contemplated. Nevertheless, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. McVicar disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE McVicar Industries Inc.

For further information: Ms. eXavier Peterson or Dr. Gang Chai, Chief Executive Officer, Tel: (416) 366-7420; info@mcvicar.ca