ST. JOHN'S, NL, March 17, 2014 /CNW/ - Rutter Inc. ("Rutter" or the "Company") (TSX: RUT) and 8758875 Canada Inc. (the "Offeror") today announced the expiration of the offer (the "Offer") for all of the issued and outstanding common shares of the Company
(the "Rutter Shares") not owned by the Offeror and its related parties as of 5:00 p.m.
(Toronto time). The parties have been informed by the depositary of the
Offer that a total of 26,708,672 Rutter Shares, representing in the
aggregate 34.8% of the outstanding Rutter Shares, have been validly
tendered to the Offer. All 26,708,672 Rutter Shares have been taken up
by the Offeror and will be paid for on or before March 20, 2014.
Pursuant to the Offer, holders of Rutter Shares will receive $0.061 in
cash for each Rutter Share. The Offeror and its related parties now
beneficially own or control a total of 61,860,826 Rutter Shares,
representing in the aggregate 80.7% of the outstanding Rutter Shares.
The Offeror intends to implement a subsequent acquisition transaction to
acquire all remaining Rutter Shares not tendered to the Offer as
described in the take-over bid circular. The consideration payable
under such transaction will be identical to the consideration under the
Offer. A meeting of shareholders will be called in April 2014 to
approve such transaction, which will require approval by (i) two-thirds
of votes cast at the meeting by holders of Rutter Shares as at the
record date for the meeting, and (ii) a majority of the votes cast by
holders of Rutter Shares as at the record date for the meeting
excluding the Rutter Shares held by the Offeror and its related parties
at the time of commencement of the Offer. Based on the number of Rutter
Shares acquired under the Offer, the Offeror and its related parties
will have enough votes to approve the transaction without the support
of any other shareholders of Rutter. A management information circular
respecting the subsequent acquisition transaction will be prepared and
provided to holders of Rutter Shares by the Company. The Company
expects to announce the record date and meeting date for the meeting of
shareholders as well as the availability of this management information
circular by March 31, 2014.
Upon completion of the subsequent acquisition transaction, the Company
will apply to de-list the Rutter Shares from the Toronto Stock Exchange
and will cause the Company to cease to be a reporting issuer under the
securities laws of each province of Canada in which it is a reporting
This press release does not constitute an offer to buy or an invitation
to sell, or the solicitation of an offer to buy or invitation to sell,
any securities of the Company or the Offeror.
About 8758875 Canada Inc. - The Offeror is a company wholly-owned by Messrs. Fraser Edison,
Donald Clarke, Ryan Hinz and James White (each a director of the
Company). Mr. Edison is also the Chief Executive Officer of the
Company. The Offeror was incorporated for the sole purpose of making
the Offer and has not conducted any business activities to date.
About Rutter Inc. - Rutter is an enterprise focused on providing innovative technologies
and engineering solutions. Rutter's global network supplies
technologies to improve efficiency and safety in the marine, defense,
transportation, oil and gas sectors from its headquarters in the
Province of Newfoundland and Labrador. For more information see www.rutter.ca.
About OceanWaveS GmbH - OceanWaveS GmbH, a wholly-owned subsidiary of Rutter, is an
enterprise focused on technology development for the real time
measurement of directional ocean wave spectra. For more information see
Caution Regarding Forward-Looking Information
This press release contains forward-looking information within the
meaning of applicable securities laws ("forward-looking statements")
that relate to the Offer. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors and assumptions that
may cause the actual results, performance or achievements of Rutter to
differ materially from the anticipated results, performance or
achievements or developments expressed or implied by such
forward-looking statements. Such statements and factors include, but
are not limited to, the subsequent acquisition transaction; expected
timing of take-up and payment of Rutter Shares, the subsequent
acquisition transaction and the meeting of shareholders in connection
thereof; material adverse developments in Rutter's business; and other
factors discussed under "Risk Factors" in the Annual Information Form
of Rutter dated November 29, 2013 and other documents filed with
Canadian provincial securities regulatory authorities.
These forward-looking statements reflect beliefs and assumptions which
are based on Rutter's perception of historical trends, current
conditions and expected future developments, as well as other factors
management believes are appropriate in the circumstances. In making
these statements, Rutter has made assumptions with respect to: the
current business prospects of Rutter; strategy and outlook of Rutter;
the effect of the subsequent acquisition transaction may have on the
operational or financial conditions of Rutter; availability of
financing in connection with the offer; expectations related to future
general economic and market conditions; no material developments in the
regulatory and competitive environment facing Rutter; and other
matters. Readers are cautioned not to place undue reliance upon any
such forward-looking statements, which speak only as of the date made.
Rutter does not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in
events, conditions or circumstances on which any such statement is
based, except as required by law.
SOURCE: Rutter Inc.
For further information:
Karen Snook, Chief Financial Officer and Corporate Secretary, Rutter Inc. +1 709 576 6666