McVicar Industries Inc. - Proposed Amalgamation Receives 96.9% Shareholder Approval
TORONTO, April 29, 2014 /CNW/ - McVicar Industries Inc. ("McVicar") (TSXV symbol MCV) announces that at its special meeting of shareholders held today (the "Meeting") Shareholders have passed 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.
The special resolution was passed by 15,663,013 votes or approximately 96.9% of the 16,169,999 votes cast at the Meeting. Excluding the votes attaching to the 6,261,182 shares owned by GCCI and related parties, the special resolution was passed by 9,401,831 or approximately 94.9% of the votes by unrelated minority shareholders. A total of 506,986 votes were cast against the resolution.
"I am very gratified" said Dr. Gang Chai "that the overwhelming majority of McVicar shareholders have supported this transaction and accepted that the $0.50 per share cash consideration, (a more than 126% premium to the prevailing price prior to the announcement of the Amalgamation) represents a fair price for McVicar shares.
McVicar now intends to proceed with filing articles of amalgamation to complete the Amalgamation.
As previously disclosed, upon completion of the Amalgamation 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.
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; email@example.com