Armtec Comments on Delisting Review Initiated by Toronto Stock Exchange

Toronto Stock Exchange: ARF; ARF.DB

CONCORD, ON, March 2, 2015 /CNW/ - Armtec Infrastructure Inc. ("Armtec" or the "company") (TSX: ARF) announced that the Toronto Stock Exchange (the "TSX") has informed the company that it has commenced a review process with respect to the continued listing of its securities on the TSX.  Under this process the company has been granted 60 days to comply with all TSX requirements for continued listing.  If the company cannot demonstrate that it meets all TSX requirements for continued listing on or before May 1, 2015, the company's securities will be delisted 30 days from such date. 

The company understands that the TSX has initiated this process as a result of the company's disclosure on February 25, 2015 (the "February Press Release") about its ongoing review of various strategic alternatives. 

Armtec's underlying business, trade creditors and employees would be unaffected by any delisting of the company's securities.

As disclosed in the February Press Release, the company has commenced a sale and investment process (the "Sale and Investment Process") and executed an agreement with Brookfield Capital Partners Fund II LP ("Brookfield").  In the event no transaction emerges from the Sale and Investment Process or otherwise which would result in Brookfield's indebtedness being repaid in full, together with certain other liabilities of Armtec, Brookfield will indirectly acquire all of Armtec's assets in exchange for Brookfield's indebtedness (the "Brookfield Transaction").  Brookfield has also agreed to provide a new short-term facility of $20 million to Armtec which is available during the Sale and Investment Process. 

There can be no assurance that the Sale and Investment Process, an investment or the Brookfield Transaction will provide any recovery for the holders of Armtec's existing senior notes, convertible debentures or common shares. Any recovery would be limited to sale or investment transaction proceeds in excess of the amount owing to Brookfield and Armtec's other senior lenders, which will be nil in the event Armtec pursues the Brookfield Transaction.

It is the company's current intention to maintain a public listing for the company's shares and convertible debentures during the Sale and Investment Process, if possible, and it will work with the TSX during this period in respect of the delisting review. 

Armtec is a manufacturer and marketer of a comprehensive range of infrastructure products and engineered construction solutions for customers in a diverse cross-section of industries that are located in every region of Canada, as well as in selected markets globally. These markets include Canada's national and regional public infrastructure markets and private sector markets in agricultural drainage, commercial building, residential construction and natural resources. Armtec operates through a network of offices and production facilities across the country. Armtec operates in two business units: Drainage Solutions manufactures and markets corrugated high density polyethylene pipe, corrugated steel pipe and other drainage related products including small bridge structures. Precast Concrete Solutions manufactures and markets highly engineered precast systems such as parking garages, bridges, sport venues and building envelopes as well as standard precast products such as steps, paving stones and utility vault.

Caution Concerning Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of securities laws.  Such statements relate to the company's or management's objectives, projections, estimates, expectations, or predictions of the future and can be identified by words such as "will", "anticipate", "estimate", "expect" and "project" or variations of such words.  These statements are based on certain assumptions and analyses by the company that reflect its experience and its understanding of future developments.  Such statements are subject to a number of uncertainties, including, but not limited to, the results of the Sale Process and receipt of the approvals necessary to implement the Brookfield Transaction or a Superior Transaction (as contemplated in the February Press Release), and other factors identified in the company's periodic filings with securities regulatory authorities in Canada.  Many of these uncertainties are beyond the company's control and, therefore, may cause actual actions or results to differ from those expressed or implied herein.  The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  The implementation of the Brookfield Transaction or a Superior Transaction is subject to a number of conditions, and other risks and uncertainties including, without limitation, court and any required regulatory approvals. Accordingly, there can be no assurance that the Brookfield Transaction or a Superior Transaction will occur, or that it will occur on the terms and conditions contemplated in this news release. The terms of the Brookfield Transaction could be modified, restructured or terminated.

SOURCE Armtec Infrastructure Inc.

For further information: Carrie Boutcher, Vice President & Corporate Secretary, Armtec Infrastructure Inc., Tel: (647) 795-9290


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