CALGARY, May 13 /CNW/ - Kelman Technologies Inc. ("Kelman" or the "Corporation") (TSX-V: KTI) is pleased to announce it has completed its previously announced amalgamation with 7504314 Canada Inc. ("Acquisitionco") in accordance with the Canada Business Corporations Act and the terms and conditions set forth in an amalgamation agreement dated March 24, 2010 between Kelman, Seyco Operations Ltd. ("Seyco") and Acquisitionco (the "Amalgamation").
The Amalgamation was approved by the holders of common shares (the "Common Shares") in the capital of Kelman and holders of Series C Convertible Senior Preferred Shares ("Series C Shares") in the capital of Kelman (collectively, the "Shareholders") at a meeting of the Shareholders held on May 13, 2010.
As a result of the Amalgamation, which will in effect "privatize" Kelman, Shareholders, other than Seyco and any dissenting Shareholders, will receive $2.00 in cash for each Common Share and $0.30 in cash (plus the amount of any accrued and unpaid dividends) for each Series C Share held and cease to be shareholders of Kelman or the amalgamated company, resulting in Seymour Epstein indirectly acquiring ownership of all of the issued and outstanding shares of Kelman.
Seymour Epstein, Chairman of the Board of Kelman stated, "One of the benefits of the privatization is the ability for Kelman to reinvest the cost of being public into the business." Rene VandenBrand, President and CEO added, "That without the burden and distraction of being a public company, we can accelerate building on the success that we have enjoyed in our seismic data management business and invest in our processing business throughout North America."
It is anticipated that the Common Shares will be delisted from the TSX Venture Exchange on or about May 17, 2010. The amalgamated company will continue to operate under the name Kelman Technologies Inc.
Further details of the Amalgamation are set out in Kelman's management information circular dated April 16, 2010, a copy of which is available under Kelman's profile on the SEDAR website at www.sedar.com.
Advisory Regarding Forward-Looking Statements
This press 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", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements (collectively, "forward-looking statements").
This press release contains forward-looking statements concerning the anticipated delisting of the Common Shares. Kelman 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. The delisting of the Common Shares may be delayed for a number of reasons, including the need for additional time to satisfy the conditions of the TSX Venture Exchange. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press 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 press release are made as of the date hereof and Kelman 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 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 KELMAN TECHNOLOGIES INC.
For further information: For further information: please visit our web site at http://www.kelman.com or contact Mr. Rene VandenBrand, President and Chief Executive Officer at (281) 293-0537, or by e-mail to firstname.lastname@example.org