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EDMONTON, Dec. 16, 2016 /CNW/ - (TSX Venture: ESE) – ESTec Systems Corp. ("ESTec" or the "Company") is pleased to announce that it has completed its previously announced amalgamation with 2000285 Alberta Ltd. ("Acquisitionco") in accordance with the Business Corporations Act (Alberta) and the terms and conditions set forth in an amalgamation agreement (the "Amalgamation Agreement") dated November 9, 2016 among ESTec, 2000067 Alberta Ltd. ("Holdco") and Acquisitionco (the "Amalgamation").
The Amalgamation was approved by the holders of common shares (the "Common Shares") in the capital of ESTec (the "Shareholders") at a meeting of the Shareholders held on December 9, 2016.
As a result of the Amalgamation, which will in effect "privatize" ESTec, Shareholders, other than Holdco (or its affiliates) and any dissenting Shareholders, will receive $0.12 in cash for each Common Share held (upon submission of duly completed letters of transmittal from registered holders) and cease to be shareholders of ESTec or the amalgamated company ("Amalco"), resulting in the Nelson family and other Shareholders acting jointly and in concert with the Nelson family indirectly (through Holdco) acquiring ownership of all of the issued and outstanding common shares of Amalco ("Amalco Common Shares"). Holdco and Acquisitionco are private holding corporations incorporated pursuant to the laws of Alberta with their head office located at 17510 – 102 Avenue, Edmonton, Alberta T5S 1K2.
Holdco acquired 7,189,268 Amalco Common Shares pursuant to the Amalgamation, representing 100% of the issued and outstanding Amalco Common Shares. Immediately prior to the Amalgamation, Holdco acquired 7,189,168 Common Shares from the Nelson family and certain other Shareholders acting jointly and in concert with the Nelson family as contemplated by the Amalgamation Agreement, representing approximately 68.72% of the issued and outstanding Common Shares immediately prior to the Amalgamation. Prior to the transactions contemplated by the Amalgamation Agreement, Holdco did not own or control any Common Shares.
It is anticipated that the Common Shares will be delisted from the TSX Venture Exchange on or about December 19, 2016 and that the Company will thereafter apply to the applicable securities commissions to cease to be a reporting issuer in Alberta and British Columbia. Amalco will continue to operate under the name "ESTec Systems Corp."
Further details of the Amalgamation are set out in ESTec's management information circular dated November 9, 2016, a copy of which is available under ESTec's profile on the SEDAR website at www.sedar.com.
To obtain a copy of the early warning report filed by Holdco in respect of its acquisition of Amalco Common Shares (which will also be available under ESTec's profile on SEDAR), please contact Anthony B. Nelson at 780-483-7120.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "intend", "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements (collectively, "forward-looking statements").
This news release contains forward-looking statements concerning the anticipated delisting of the Common Shares and the Company's application to cease to be a reporting issuer in Alberta and British Columbia. ESTec has provided these forward-looking statements in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the timing of receipt of the necessary stock exchange approvals and approvals of the applicable securities commissions. The delisting of the Common Shares or the ceasing of the Company's reporting issuer status may be delayed for a number of reasons, including the need for additional time to satisfy the conditions of the TSX Venture Exchange or the applicable securities commissions. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and ESTec undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so 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 news release.
This news release is not for dissemination in the United States or to U.S. persons.
SOURCE ESTec Systems Corp.
For further information: Mark A. Bamford, Chief Financial Officer of ESTec Systems Corp., at Suite 200, 17510 - 102 Avenue, Edmonton, Alberta T5S 1K2, or by phone (780-483-7120), fax (780-489-9557) or email (email@example.com).