TORONTO, Jan. 2 /CNW/ - Marsulex Inc. (TSX: MLX) announced today that it
completed a reorganization on December 31, 2007, which allows it to access
certain tax attributes of Harrowston Holdings Limited ("HHL"), Marsulex's
majority shareholder. Marsulex did not make any payments to acquire these tax
attributes. The reorganization consisted of the amalgamation of HHL with a
newly incorporated, wholly-owned subsidiary of Marsulex, and immediately
thereafter, the winding up of this amalgamated entity into Marsulex. The use
of these tax attributes will benefit Marsulex and all its shareholders.
The reorganization did not involve any change in the beneficial ownership
or control of Marsulex nor, ultimately, any change in Marsulex's issued and
outstanding capital. Shareholders continue to beneficially own the same
aggregate number and same relative percentage of Marsulex common shares as
they owned immediately prior to the reorganization.
The reorganization was approved by the independent directors of Marsulex
and the Toronto Stock Exchange. Marsulex has also received an order from the
Ontario Securities Commission, exempting it from certain issuer bid
requirements in connection with the reorganization.
The reorganization constituted a "related party transaction" for the
purposes of Ontario Securities Commission Rule 61-501 - Insider Bids, Issuer
Bids, Business Combination and Related Party Transactions ("Rule 61-501"), as
HHL is a control block holder of Marsulex. Rule 61-501 requires, in the case
of related party transactions, that issuers obtain a formal valuation and
minority shareholder approval, unless an exemption is available. The
reorganization is exempt from these requirements as Marsulex is relying on the
"Amalgamation or Equivalent Transaction with No Adverse Effect on Issuer or
Minority" exemption under Rule 61-501.
The reorganization does not and will not have any adverse consequences to
Marsulex, nor did Marsulex assume any material actual or contingent
liabilities of HHL. In addition, the shareholders of HHL have agreed to
indemnify Marsulex pursuant to the terms of an indemnity agreement, and have
paid for all costs incurred as a result of the reorganization.
Marsulex, which is based in Toronto, Ontario, is a leading provider of
industrial services, including environmental compliance solutions for air
quality control, processing or handling of industrial by-products or waste
streams, and is a producer and marketer of sulphur-based industrial chemicals.
The Company's services and products are provided to a broad base of industrial
customers in a wide range of industries. Website: www.marsulex.com.
This news release may contain forward-looking statements. These
statements are based on current views and expectations that are subject to
risks, uncertainties and assumptions that are difficult to predict, including
risks, uncertainties relating to the Company's growth and profitability.
Actual results might differ materially from results suggested in any
forward-looking statements whether as a result of new information, future
developments or otherwise. Additional information identifying risks,
uncertainties and assumptions is contained in the Company's filings with the
securities regulatory authorities, which are available at www.sedar.com. All
forward-looking statements are expressly qualified in their entirety by this
For further information:
For further information: Laurie Tugman, President and CEO, Tel: (416)
496-4157 or William Martin, Chief Financial Officer, Tel: (416) 496-4164