TORONTO, Aug. 5, 2016 /CNW/ - On July 31, 2013 Winzen Properties Inc. (the "Corporation") announced that it had voluntarily delisted its common shares from the TSX Venture Exchange (the "TSXV") because it no longer met the listing requirements of that stock exchange. Management of the Corporation sought out a transaction to offer liquidity to its public shareholders. In a press release dated July 31, 2013 the Corporation announced that it had made application to the Alberta Securities Commission to cease to be a reporting issuer.
During the period from July 25, 2013 to November 4, 2013 2381791 Ontario Inc. (the "Offeror"), a corporation controlled by one of the directors of the Corporation, acquired 731,300 common shares of the Corporation at a price of $1.00 per share (the "Original Transaction"). The price represented a premium to the last trading price of the stock on the TSXV. No valuation was prepared to substantiate management's view that the price offered was fair and the disclosure to shareholders did not satisfy the disclosure requirements of the applicable securities regulators.
To date the Corporation has not received a decision document from the regulators to allow it to cease to be a reporting issuer. The Corporation and Staff of the Office of Mergers & Acquisitions ("M&A Staff") of the Ontario Securities Commission have had lengthy discussions concerning the Original Transaction pursuant to which the Corporation has undertaken to complete a second transaction (the "Subsequent Transaction") to satisfy the disclosure and valuation requirements applicable to the Original Transaction. As part of the Subsequent Transaction a valuation of the Corporation will be completed as of June 26, 2013, the date of the mailing to shareholders of the Corporation pursuant to the Original Transaction. The Subsequent Transaction will (a) offer additional compensation to the former shareholders of the Corporation, (b) contain a compulsory sale mechanism to purchase all shares remaining with public shareholders, and (c) facilitate the Corporation ceasing to be a reporting issuer.
Details of the Subsequent Transaction and the undertaking delivered to M&A Staff in connection with the Subsequent Transaction will be contained in an information circular which the Corporation shall post on SEDAR and mail to all shareholders and former shareholders who sold their shares under the Original Transaction. It is anticipated that those materials will be available in October, 2016.
SOURCE Winzen International Inc.
For further information: Brian Zenkovich (416) 253-5900