SAGUENAY, QC, Oct. 24 /CNW Telbec/ - Amisk inc. ("Amisk") announces that
the shareholders voted in favour the Pan-O-Lac Ltée ("Pan-O-Lac") offer
intended to transfer to the latter the property of all the assets of Amisk.
This offer represented a net price of seven million twenty one thousand
twenty-eight dollars ($7,021,028), and Pan-O-Lac has agreed, within its offer,
to assume all the liabilities. The closing date of this transaction is
October 31, 2007, and this transaction is however subject to obtaining all of
the appropriate authorizations.
In the scope of this operation that constitutes a complete liquidation of
the assets and liabilities of the Company, it will proceed, as soon as it gets
all the required authorizations, with the distribution of all of its assets to
all of its shareholders, as reimbursement of capital on the shares. This
distribution corresponds to the payment of a sum of $0.84 per share to all the
holders of multiple voting right shares and restricted voting right shares of
the Company (the "Liquidation Dividend"), thereby constituting reimbursement
capital on the shares, not exceeding this amount of $0.84$. The purchase price
for the assets of the Company will be payable in cash by Pan-O-Lac, on the day
of the payment of the Liquidation Dividend by the Company to the holders of
multiple voting right shares and restricted voting right shares duly
registered in the registers of the Company on October 31, 2007.
The payment of the Liquidation Dividend will be carried out by means of
the transfer agent of the Company, no later than ten (10) days after the
closing date, that is on or about on November 9, 2007, but no later than
November 26, 2007.
The vote to approve the transaction, that is required to conclude the
offer, was held yesterday at the general and special annual meeting of the
shareholders of Amisk. This operation required the approval obtained by the
simple majority of the votes cast by the minority holders of the voting shares
of the Company, voting separately, as a class. Consequently, the 6,091,691
multiple voting right shares and 746 restricted voting right shares held by
Pan-O-Lac were excluded from the vote. Approximately 97 % of the multiple
voting rights of the minority holders was exercised in favour of the offer.
The vote required to ratify the resolution recommending the dissolution
of the Company required the approval by at least two thirds (2/3) of the votes
cast by the holders of multiple voting right shares and restricted voting
right shares, as a single class, present at the meeting or by proxy.
Approximately 94% of the voting rights was exercised in favour of the
dissolution of the Company.
Composition of the Board of Directors
The shareholders consequently ratified Regulation 2007-2 to modify the
number of directors and the composition of the Board of Directors, and to
allow to modify the by-laws of the Company accordingly. This Regulation states
that the number of directors of the Company will henceforth be a minimum of
one (1) director and a maximum of ten (10) directors, and the specific number
of directors must be determined by a resolution of the Board of Directors of
the Company within the limits set by the by-laws. The ratification of the
aforesaid regulation required approval by at least two thirds (2/3) of the
votes cast by the holders of multiple voting right shares and restricted
voting right shares, as a single class, present at the meeting or by proxy.
The board of directors adopted a resolution that sets the number of
directors at two (2) directors to complete the execution of the Pan-O-Lac
offer. Consequently, the selection of the surplus directors for this newly
composed board of directors was done by way of voluntary resignations by the
directors. Mr. Jean-Robert Larouche and Mrs. Colette Gauthier remained
directors of the Company.
The Company will proceed to file the documents required by the TSX
Venture Exchange, following the conditional acceptance obtained on September
17, 2007 regarding the purchase offer filed by Pan-O-Lac.
In the event that notwithstanding its ratification, the Pan-O-Lac Offer
cannot be carried out because of the impossibility of meeting the terms
foreseen, a new general meeting will be convened to elect the directors and to
appoint the auditors.
Trading the shares on the TSX Venture Exchange
The TSX Venture Exchange proceeded to stop trading the Amisk shares at
the opening of the market today, on the basis that the Company no longer meets
the requirements for maintaining them listed on the Exchange following the
holding of the shareholder meeting. The shares of the Company will be
withdrawn from the securities listing following the conclusion of the sale of
the assets of the Company to Pan-O-Lac foreseen on October 31, 2007 but no
later than approximately November 16, 2007.
The TSX Venture Exchange is not liable for the relevance or the accuracy
of the present press release.
For further information:
For further information: Jean-Robert Larouche, President, (418) 546-1156
Extension 223, Cellular phone: (418) 540-4243