MONTREAL, May 15, 2014 /CNW Telbec/ - Ranaz Corporation ("Ranaz")
(TSX-V: RNZ), a company specializing in the manufacturing and marketing
of protein and dietary supplements, announces today that its board of
directors has approved a going private transaction to be completed by
consolidating Ranaz common shares on the basis of 1 post-consolidated
common share for each 17,000,000 pre-consolidated common shares (the "Consolidation"). The Consolidation is subject to the required shareholder approvals
at an upcoming Ranaz annual and special meeting of shareholders to be
held June 17, 2014 (the "Meeting").
The Consolidation will result in all of the shareholders of Ranaz
(except for Fiducie Vanquish ("Vanquish")) holding a fractional interest in the post-consolidated common shares
of Ranaz. As fractional shares will not be issued, each shareholder of
Ranaz will receive $0.01 in cash for each pre-consolidated common share
held immediately prior to the Consolidation in lieu of certificates for
fractional post-consolidated common shares (the "Consideration"). There are currently 60,208,284 common shares of Ranaz issued and
outstanding. After completion of the Consolidation, Vanquish will be
the sole shareholder of Ranaz holding one (1) common share. Vanquish,
of which Mr Jean Bourassa-Marineau, President and CEO of Ranaz, is sole
beneficiary, currently holds 29.51% of the total common shares of
The Consolidation is subject to approval of ⅔ of the common shares voted
at the Meeting as well as the approval of a majority of the votes cast
by minority shareholders at the Meeting pursuant to the requirements of
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
The board of directors of Ranaz established an independent special
committee to review the Consolidation and to confirm the fairness of
the Consideration. The special committee has recommended to the board
of directors of Ranaz that the Consolidation and Consideration be
Subject to the approval of the Consolidation at the Meeting and the
acceptance of the TSX Venture Exchange, Ranaz will file articles of
amendment to effect the Consolidation. Once the Consolidation is
completed, Ranaz intends to apply to have its common shares delisted
from the TSX Venture Exchange and intends to apply to cease to be a
reporting issuer with the applicable securities regulatory authorities.
Further information on the terms and conditions of the Consolidation
shall be provided to the shareholders in the management information
circular for the Meeting, which will also be available on SEDAR at www.sedar.com.
About Ranaz Corporation
Ranaz is a corporation specializing in the manufacture and sale of
protein and dietary supplements. Its mission is to design, develop and
market nutritional, protein and dietary supplements under its own
corporate brands and concepts, such as Protidiet and ProtiLife, as well
as under private labels.
Full information, including the management discussion and analysis and
the financial statements thereto, is available on SEDAR, at www.sedar.com
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 accuracy of this release.
THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO SUCH MATTERS AS EXPECTED FINANCIAL PERFORMANCE, BUSINESS
PROSPECTS, PROPOSED TRANSACTIONS AND LIKE MATTERS. THESE STATEMENTS
INVOLVE RISK AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO RISK
FACTORS DESCRIBED IN DOCUMENTS FILED WITH REGULATORY AUTHORITIES.
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED AS A RESULT
OF THESE RISKS AND SHOULD NOT BE RELIED UPON AS A PREDICTION OF FUTURE
EVENTS. RANAZ UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE ON WHICH
SUCH STATEMENT IS MADE, OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED
EVENTS UNLESS REQUIRED TO DO SO UNDER APPLICABLE LAW.
SOURCE: Ranaz Corporation
For further information:
Chairman of the Board of Directors