Listing: TSX Venture Exchange, symbol "LDR"
Issued & Outstanding Common Shares: 14,547,297
TORONTO, Jan. 23 /CNW/ - Leader Capital Corp. (TSX-V:LDR) ("Leader" or
the "Company") announced today an update on its proposed going private
transaction. Leader's board of directors has approved, subject to receipt of
all required shareholder and regulatory approvals, the consolidation (the
"Consolidation") of its shares on a 1:500,000 basis. Pursuant to the
Consolidation, the shareholders of Leader currently holding fewer than 500,000
shares will receive $0.51 per share. The shares of Leader last traded on the
TSX Venture Exchange ("TSXV") at $0.06 per share prior to the announcement of
the Consolidation on December 4, 2008.
As previously announced, in August, 2008, the board of directors of
Leader established a special committee comprised of independent directors (the
"Special Committee") to review and consider the Consolidation and to make
recommendations to the board of directors. The Special Committee subsequently
engaged Klein Farber Corporate Finance Inc. ("Klein Farber") to prepare and
deliver to it a formal valuation of Leader's common shares in accordance with
Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions, and to provide to the Special Committee its opinion as
to the fairness, from a financial point of view, of the consideration to be
paid to Leader's shareholders under the Consolidation.
On January 16, 2009, the Special Committee met to receive from Klein
Farber its formal valuation and fairness opinion (the "Formal Valuation and
Fairness Opinion"), and to review the opinion and the Consolidation. In its
Formal Valuation and Fairness Opinion, Klein Farber, (i) estimates that, as at
October 31, 2008, the fair market value of Leader's shares, expressed as a
range on a per share basis, was between $0.45 and $0.56 per share, and (ii)
expresses its opinion that the $0.51 per share consideration to be received by
Leader's shareholders under the Consolidation is fair, from a financial point
of view, to the shareholders of Leader.
At its January 16, 2009 meeting, the Special Committee among other things
accepted Klein Farber's Formal Valuation and Fairness Opinion and issued a
recommendation that Leader's board of directors, (i) approve the Consolidation
and submit the Consolation to Leader's shareholders for their approval, and
(ii) recommend that Leader's shareholders approve the Consolidation.
On January 16, 2009, Leaders' board of directors received and adopted the
recommendations of the Special Committee, and called a special meeting of
Leader's shareholders to be held of February 18, 2009, to consider the
Consolidation. Leader's board of directors is recommending that shareholders
approve the Consolidation at the special meeting.
After completion of the Consolidation it is intended that the common
shares of Leader will be de-listed from the TSXV and that Leader will cease to
be a reporting issuer for the purposes of applicable Canadian securities laws
in those provinces and territories where Leader is currently a reporting
The full details of the Consolidation, including Klein Farber's Valuation
and Fairness Opinion, are disclosed in the Management Proxy Circular dated
January 16, 2009, (the Circular") which is being distributed in connection
with the special meeting of shareholders to be held on February 18, 2009.
The completion of the Consolidation is subject to a number of conditions,
including shareholder approval and TSXV approval. There can be no assurance
that these approvals will be obtained nor that the Consolidation will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular, any
information received with respect to the Consolidation may not be accurate or
complete and should not be relied upon. Trading in securities of Leader should
be considered highly speculative.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this news release.
This news release contains forward-looking statements. These statements
are based on information currently available to the Company and the Company
provides no assurance that actual results will meet management's expectations.
Forward-looking statements include estimates and statements that describe the
Company's future plans, objectives or goals, including words to the effect
that the Company or management expects a stated condition or result to occur.
Forward-looking statements may be identified by such terms as "believes",
"anticipates", "expects", "estimates", "may", "could", "would", "will", or
"plan". Since forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results relating to, among other things, results of
exploration, project development, reclamation and capital costs of the
Company's mineral properties, and the Company's financial condition and
prospects, could differ materially from those currently anticipated in such
statements for many reasons such as: changes in general economic conditions
and conditions in the financial markets; changes in demand and prices for
minerals; litigation, legislative, environmental and other judicial,
regulatory, political and competitive developments; technological and
operational difficulties encountered in connection with the activities of the
Company; and other matters discussed in this news release. This list is not
exhaustive of the factors that may affect any of the Company's forward-looking
statements. These and other factors should be considered carefully and readers
should not place undue reliance on the Company's forward-looking statements.
The Company does not undertake to update any forward-looking statement that
may be made from time to time by the Company or on its behalf, except in
accordance with applicable securities laws.
For further information:
For further information: Magaly Bianchini, President, Leader Capital
Corp. at (416) 304-1913