Garneau Inc. Announces Special Shareholder Meeting to Consider Liquidation and Dissolution

NISKU, AB, Sept. 28, 2011 /CNW/ - Garneau Inc. ("Garneau" or the "Corporation") announces that a special meeting of shareholders (the "Meeting") of the Corporation will be held on November 7, 2011 to consider and, if thought advisable, pass, a resolution (the "Resolution") which would approve: (i) the liquidation of the Corporation; (ii) the distribution of the remaining assets of the Corporation, which is expected to be a small amount of cash; and (iii) the dissolution of the Corporation, all in accordance with the requirements of the Business Corporations Act (Alberta) and pursuant to a plan of liquidation and dissolution (the "Plan"). The Resolution must be approved by two-thirds of the votes cast at the Meeting.    Completion of the transactions to be approved at the Meeting also remains subject to stock exchange and other applicable regulatory approvals.

Garneau has ceased its active business operations.  The decision to put the Resolution to the shareholders of Garneau at the Meeting resulted from a review of the alternatives available to the Corporation by the board of directors of the Corporation in its continuing efforts to preserve shareholder value in the context of no business prospects and a small remaining amount of cash that will continue to be depleted with the stock exchange and reporting issuer compliance requirements that Garneau is bound by.  In this context and considering the fact that the implementation of the Plan presents the possibility that the shareholders may receive a liquidating distribution of cash, the board of directors of Garneau unanimously recommends that shareholders vote in favor of the Resolution.

Garneau anticipates that a proxy and information circular for the Meeting, which will provide greater detail on the transactions referenced in this press release, will be mailed to shareholders very shortly and will be available at www.sedar.com.

Forward-Looking Information

Certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "may", "plan", "expect", "project", "intend", "believe", "anticipate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

In particular, this document contains forward-looking statements pertaining to the completion of the liquidation and dissolution of the Corporation and the potential existence, size and timing of a liquidating distribution.

Actual events could differ materially from those anticipated in these forward-looking statements as a result of certain risk factors, including the receipt of all necessary regulatory approvals for the transactions contemplated herein, the receipt of required shareholder approvals, the potential for unexpected costs and expenses such that the Corporation will not have sufficient funds to complete a Liquidation Distribution upon the completion of the transactions contemplated herein, the possibility that the Plan of Liquidation is not put into effect by the Board and the ability of a claimant, in certain circumstances, to make claims after the Corporation is dissolved that may be satisfied through the Liquidation Distribution from the Shareholders up to 2 years after the date of dissolution. 

The forward-looking statements contained herein are based on certain key expectations and assumptions of the Corporation which are subject to change. Although the Corporation considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Corporation does not undertake to release publicly any revisions to these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

Neither 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 Garneau Inc.

For further information:

Glen Garneau Acting
President and CEO
Darlene Kirkpatrick
Project and Communications Manager
Phone: (780) 974-8286
Fax: (780) 955-7715

 

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Garneau Inc.

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