CALGARY, Nov. 20 /CNW/ - Continuum Health Care Inc. (TSXV-CCF) ("Continuum") announces today that the management information circular (the "Circular") and related documents for its upcoming annual and special meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares") and series 1 preferred shares (the "Preferred Shares") have been mailed. The Meeting will be held at Suite 1200, Fifth Avenue Place, 425 - 1st Street S.W., Calgary, Alberta on, Thursday, December 10, 2009 at 10:00 a.m. (Calgary time).
At the Meeting, Shareholders will, among other things, vote on the proposed going private transaction by way of amalgamation pursuant to the acquisition agreement (the "Agreement") dated October 15, 2009 made between Continuum and Hallmark Properties Ltd. ("Hallmark"). Under the terms of the Agreement, the parties thereto have proposed to implement an amalgamation pursuant to which Hallmark will amalgamate with Continuum (the "Amalgamation") to form Amalco, and the Shareholders, other than the Acquiring Shareholders (as that term is defined in the Circular), will receive, upon completion of the Amalgamation, one redeemable preferred share of Amalco for each Common Share held, each of which shall be redeemed for $0.29 in cash on the Redemption Date (as that term is defined in the Circular). The Shareholders who are the "Acquiring Shareholders", a group comprised primarily of Patrick Hovan, Peter H. Allan, Evan Wellbourn, Tracy Wayne, Mushtaq Thobani and Marjorie Hovan, will receive one common share of Amalco for each Common Share held and holders of Preferred Shares of Continuum will receive one series 1 preferred share of Amalco for each Preferred Share held.
Full details of the proposed Amalgamation are contained in the Circular mailed to Shareholders on November 19, 2009.
Completion of the Amalgamation is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the proposed going private transaction may not be accurate or complete and should not be relied upon. Trading in securities of Continuum should be considered highly speculative.
The TSX Venture Exchange has in no way passed on the merits of the proposed going private transaction and has neither approved or disapproved the contents of this press release.
Cautionary statement regarding forward looking statements and information
This press release contains statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, the scheduling of the Meeting and the completion of the Amalgamation as currently contemplated or at all.
Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release. Forward-looking information is based on current expectations and projections that involve a number of risks which could cause actual results to vary and in some instances to differ materially from those anticipated by Continuum. Undue reliance should not be placed on forward-looking information. The risk factors include, but are not limited to, the parties will terminate the Agreement and not proceed with the Amalgamation or that the Amalgamation will not be successfully completed for any reason (including a breach of the Agreement or a failure to obtain the required approvals). Forward-looking information is based on the estimates and opinions of Continuum's management at the time the information is released. Continuum undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so 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 CONTINUUM HEALTH CARE INC.
For further information: For further information: Continuum Health Care Inc., Mr. Patrick Hovan, President and CEO, Phone: (403) 556-1971