Toronto Stock Exchange Symbol: WXX
BURLINGTON, ON, July 22 /CNW/ - West 49 Inc. (TSX: WXX) (the "Company") announced today that it has received an interim order from the Ontario Superior Court of Justice to proceed with a special meeting of its securityholders, at which securityholders will be asked to consider and, if thought appropriate, approve the previously announced transaction whereby Billabong International Limited, through its wholly-owned subsidiary Aurora Inc., will, subject to certain conditions, acquire all of the outstanding common shares and preferred shares of the Company for cash at a price of C$1.30 per share (and holders of the Company's preferred shares will receive accrued and unpaid dividends on their preferred shares).
The special meeting is scheduled to be held in the Main Boardroom, 53rd Floor of the offices of Stikeman Elliott LLP, 5300 Court Commerce West, 199 Bay Street, Toronto, Ontario on Tuesday, the 24th day of August, 2010, commencing at 10:30 a.m. (Toronto time).
The interim order provides for the calling and holding of the special meeting and other procedural matters including, among other things, that, to be approved, the proposed transaction with Billabong must be approved by 66 2/3% of the holders of the Company's common shares, preferred shares and in-the-money stock options (i.e. those with an exercise price of less than C$1.30) present at the special meeting and voting together as a single class.
The Company's board of directors, based on the unanimous recommendation of a special committee of independent directors, has unanimously recommended that securityholders vote in favour of the transaction. Certain significant securityholders together with the Company's board of directors, who collectively hold approximately 56% of the outstanding common and preferred shares, have entered into lock-up agreements with Billabong pursuant to which they have committed to vote their securities in favour of this transaction, subject to certain terms and conditions.
The Notice of Special Meeting to Securityholders, Notice of Petition to the Ontario Superior Court of Justice, Management Information Circular, Forms of Proxy and Letters of Transmittal with respect to the proposed Plan of Arrangement are expected to be mailed to securityholders later this month. Copies of these documents will also be available at www.sedar.com.
West 49 Inc. is a leading Canadian specialty retailer of apparel, footwear, accessories and equipment related to the youth action sports lifestyle. The Company's stores, which are primarily mall-based, carry a variety of high-performance, premium brand name and private label products that fulfill the lifestyle needs of identified target markets, primarily tweens and teens. At May 1, 2010, the Company operated 138 stores in nine provinces, under the banners West 49, Billabong, Off The Wall, Amnesia/Arsenic and D-Tox. The Company's common shares are listed on the Toronto Stock Exchange under the symbol WXX. The Company has approximately 64 million common shares outstanding.
Certain statements in this release may be considered forward-looking statements, which reflect the board and management's current beliefs and expectations and which involve assumptions about expected future events or results that are subject to inherent risks and uncertainties. There is significant risk that assumptions and other forward-looking statements will not prove to be accurate. Many factors could cause actual future results, conditions or events to differ materially from the results or outcomes expressed, including risks related to competition, changes in demographic trends, changes in consumer preferences and discretionary spending patterns, changes in business and economic conditions, human resource matters, legal proceedings, challenges to intellectual property rights, availability of credit facilities, and changes in laws, regulations, and accounting policies and practices. The foregoing list of factors is not exhaustive. Accordingly, investors should not place undue reliance on forward-looking information. The Company includes in publicly available documents filed from time to time with securities commissions and the Toronto Stock Exchange, a thorough discussion of the risk factors that can cause anticipated outcomes to differ from actual outcomes. Forward-looking information is provided as of the date of this news release only, it should not be relied upon as of any other date, and the Company assumes no obligation to update or revise this information to reflect new events or circumstances, except as expressly required by law. There can be no assurance that the Billabong transaction, or any other transaction, will be completed.
SOURCE WEST 49 INC.
For further information: For further information: Rhonda Biddix, Chief Financial Officer and Corporate Secretary, West 49 Inc., (905) 336-5454 ext. 224, E-mail: email@example.com; Lawrence Chamberlain, Investor Relations, The Equicom Group Inc., (416) 815-0700 ext. 257, E-mail: firstname.lastname@example.org