- Special meeting of Sonomax securityholders to be held on February 26,
- Sonomax and Benvest New Look Income Fund proceeding with Plan of
MONTREAL, Jan. 28 /CNW Telbec/ - Sonomax Hearing Healthcare Inc. (SHH: TSX Venture) is pleased to announce that it today obtained an interim order from the Québec Superior Court with respect to Sonomax's previously-announced Plan of Arrangement with Benvest New Look Income Fund (BCI:UN: TSX). The Plan of Arrangement provides that Sonomax shareholders will exchange their Sonomax shares on a one-for-one basis for shares of a new corporation, Sonomax Technologies Inc., as a result of which the current shareholders of Sonomax will hold 100% of the outstanding shares of Sonomax Technologies. As part of the Plan, holders of Sonomax's stock options, warrants and convertible promissory notes will exchange their securities for identical securities of Sonomax Technologies. As previously announced, Sonomax Technologies will have substantially the same operations, assets, Board of Directors and management as Sonomax, but with an additional $1.74 million in cash, less the costs incurred in connection with the transaction. Sonomax Technologies has applied for listing on the TSX Venture Exchange, in substitution for the listing of Sonomax.
The interim order, among other things, authorizes Sonomax to call and hold a special meeting of Sonomax securityholders to consider the Plan of Arrangement with Benvest New Look Income Fund. In accordance with the interim order, the special meeting of shareholders and holders of Sonomax's convertible promissory notes will be held in Montreal on February 26, 2010, with a record date at the close of business on January 26, 2010.
In connection with the special meeting, Sonomax expects to mail a detailed management proxy circular to Sonomax securityholders on February 1, 2010. The circular will include the unanimous recommendation of Sonomax's Board that securityholders vote for the Arrangement with Benvest New Look Income Fund, as well as a fairness opinion of Capital Canada Limited, Sonomax's financial advisor.
At the special meeting, Sonomax common shareholders will also be asked to vote on the 2010 Stock Option Plan and Shareholder Rights Plan of Sonomax Technologies Inc., as required by the TSX Venture Exchange. The 2010 Stock Option Plan and Shareholder Rights Plan are substantially similar to plans currently in effect at Sonomax.
About the New Sonomax:
Sonomax is a leader in the research, development and licensing of in-ear technologies. With over 50 patents worldwide, Sonomax pioneering innovation includes instant custom-fitting earpieces that deliver the most comfortable, protective and sound-enhancing experience in the world, as well as software driven solutions for validating earpiece performance. The latest V4 Self-Fit(TM) System offers our manufacturer and aftermarket clients a broader range of opportunities in customized earpieces for personal entertainment, mobile communication and Bluetooth(TM) headsets. The technology also extends to applications for self-fit earplugs for hearing protection and communication in the industrial and military market sectors.
This news release contains statements that constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of Sonomax Hearing Healthcare Inc. ("Sonomax"). Actual results or achievements may differ materially from those expressed in, or implied by, this forward-looking information. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Sonomax will derive therefrom. In particular, no assurance can be given as to whether the proposed plan of arrangement with Benvest New Look Income Fund will be completed. Forward-looking information is based on the estimates and opinions of Sonomax's management at the time the information is released and Sonomax does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
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 release.
SOURCE Sonomax Technologies Inc.
For further information: For further information: Nick Laperle, President and CEO, Sonomax Hearing Healthcare Inc., (514) 932-2674 ext 2229, firstname.lastname@example.org