BURNABY, BC, Jan. 12, 2017 /CNW/ - IWG Technologies Inc. ("IWG" or the "Company") is pleased to announce that IWG received the approval of its shareholders at the special meeting (the "Meeting") held today to consider the previously announced acquisition of IWG by 1096777 B.C. Ltd. (the "Purchaser") by way of a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia).
IWG will be seeking a final order of the British Columbia Supreme Court to approve the Arrangement. The final order is expected to be granted on or about Tuesday, January 17, 2017 (or such later date as may be agreed upon by IWG and the Purchaser). Completion of the Arrangement is subject to the satisfaction of certain other closing conditions customary of a transaction of this nature. Under the terms of the Arrangement, the Purchaser will acquire all of the issued and outstanding common shares of IWG (each an "IWG Share") for consideration of $0.43 in cash per IWG Share. It is further anticipated that shortly after the completion of the Arrangement, IWG's common shares will be delisted from the TSX Venture Exchange and that applications will be filed for IWG to cease to be a reporting issuer under Canadian securities laws.
82.0% of the votes cast by IWG shareholders at the Meeting were voted in favour of the special resolution approving the Arrangement (81.7% after excluding the votes required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions for the purposes of determining minority approval for the Arrangement).
Details of the Arrangement and certain other matters are set out in the management information circular of IWG dated December 15, 2016 (the "Information Circular"). A copy of the Information Circular and other meeting materials can be found on the SEDAR website at www.sedar.com.
IWG Technologies Inc. is the public holding company for International Water-Guard Industries Inc., a Canadian aerospace company focused on aircraft potable water treatment, water systems, water heaters and components. IWG has expertise in all aspects of water treatment, has the products and know-how to provide high quality water for passengers and crew, and lightweight, space-saving solutions for the aircraft operator.
On behalf of the Board of Directors
IWG Technologies Inc.
"Bruce W. Gowan"
Chair of the Board
The TSX Venture Exchange has neither approved nor disapproved of the contents of this press release. 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 press release.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This news release includes certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" under applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and similar words or expressions, identify forward-looking statements or information. These forward-looking statements or information relate to, among other things: the timing and receipt of required court approvals for the Arrangement; the ability of IWG and the Purchaser to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the closing of the Arrangement.
These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant uncertainties and contingencies. Many factors, both known and unknown could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary court and regulatory approvals or consents. In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, the Company has made certain assumptions that management believes are reasonable at this time. These dates may change for a number of reasons, including inability to secure necessary court and regulatory approvals in the time anticipated or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.
Readers are cautioned against attributing undue certainty to forward-looking statements or information. Although IWG has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.
SOURCE IWG Technologies Inc.
For further information: IWG Technologies, Inc., Unit One - 3771 North Fraser Way, Burnaby, BC, V5J 5G5, Canada, Tel: (604) 255-5555. Fax: (604) 255-5685, www.iwgtech.com