CALGARY, Dec. 18 /CNW/ - Continuum Health Care Inc. ("Continuum") is pleased to announce that all of the resolutions, as set forth in the management information circular (the "Circular") dated November 13, 2009 for the Annual General and Special Shareholders' meeting of Continuum held on December 10, 2009 (the "AGM"), were duly passed at the AGM.
Shareholder approval was received at the AGM from both the holders of the common shares of Continuum (the "Common Shares") and the holders of the series 1 preferred shares of Continuum (the "Preferred Shares") (collectively, with the holders of the Common Shares, the "Shareholders") for, among other things, 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 proposed to implement an amalgamation pursuant to which Hallmark will amalgamate with Continuum (the "Amalgamation") to form "Hallmark Properties Ltd." ("Amalco").
Following Shareholder approval at the AGM, Continuum and Hallmark entered into an amalgamation agreement (the "Amalgamation Agreement") dated December 11, 2009, substantially in the form provided in the Circular. The Amalgamation was consummated effective December 15, 2009, pursuant to the Agreement whereby Continuum amalgamated with Hallmark to form Amalco.
Upon completion of the Amalgamation, the holders of Common Shares, other than the Acquiring Shareholders (as that term is defined in the Circular), received one redeemable preferred share of Amalco for each Common Share held, each of which was redeemed for $0.29 in cash on the Redemption Date (as that term is defined in the Circular). The Shareholders who were "Acquiring Shareholders", a group comprised primarily of Patrick M. Hovan, Peter H. Allan, Evan Wellbourn, Tracy Wayne, Mushtaq Thobani and Marjorie Hovan, received one common share of Amalco for each Common Share held and holders of Preferred Shares received one series 1 preferred share of Amalco for each Preferred Share held.
The Common Shares, which previously traded on the TSX Venture Exchange (the "TSXV") under the symbol CCF, have been delisted from the TSXV effective close of business on December 17, 2009.
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. 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 and Hallmark Properties Ltd. Undue reliance should not be placed on forward-looking information. Forward-looking information is based on the estimates and opinions of Continuum's management at the time the information is released. Continuum and Hallmark Properties Ltd. 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 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: Hallmark Properties Ltd., Mr. Patrick M. Hovan, President, Phone: (403) 556-1971