TORONTO, Sept. 24, 2018 /CNW/ - Enercare Inc. ("Enercare") (TSX: ECI) announces the voting results from its special meeting of shareholders (the "Meeting") held earlier today concerning the acquisition of Enercare by Brookfield Infrastructure and its institutional partners. At the Meeting, shareholders were asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") approving a plan of arrangement under section 192 of the Canada Business Corporations Act whereby Cardinal Acquisitions Inc., together with a newly formed Ontario limited partnership, will acquire all of the issued and outstanding common shares of Enercare for C$29.00 per common share, without interest, or, in the case of a shareholder resident in Canada who is not exempt from tax under the Income Tax Act (Canada) and who has elected to receive Exchangeable LP Units, 0.5509 of an Exchangeable LP Unit for each common share, subject to proration based on the maximum unit consideration, with the balance of the consideration being paid in cash (the "Transaction"). The total value of the Transaction is valued at approximately $4.3 billion including debt.
A total of 69,762,442 of Enercare's common shares (representing approximately 64.91% of the issued and outstanding common shares as of the record date for the Meeting) were represented in person or by proxy at the Meeting. Shareholders overwhelmingly approved the Arrangement Resolution with approximately 99.89% of the votes cast in its favour (99.89% excluding the votes cast by shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")).
The Arrangement Resolution required the approval of (i) not less than two-thirds (66 ⅔%) of the votes cast by the shareholders present in person or by proxy at the Meeting; and (ii) a simple majority of the votes cast by the shareholders present in person or by proxy at the Meeting and entitled to vote thereat, excluding the votes cast by such shareholders that are required to be excluded pursuant to MI 61-101.
Enercare intends to apply for a final order from the Ontario Superior Court of Justice (Commercial List) with respect to the Transaction on October 1, 2018. Closing of the Transaction remains subject to other customary closing conditions, including the aforementioned Court order and approval under the Competition Act (Canada). Assuming the satisfaction of these closing conditions, the Transaction is expected to be completed in the last quarter of 2018.
About Enercare Inc.
Enercare is headquartered in Markham, Ontario, Canada and is publicly traded on the Toronto Stock Exchange (TSX: ECI). As one of North America's largest home and commercial services and energy solutions companies with approximately 5,100 employees under its Enercare and Service Experts brands, Enercare is a leading provider of water heaters, water treatment, furnaces, air conditioners and other HVAC rental products, plumbing services, protection plans and related services. With operations in Canada and the United States, Enercare serves approximately 1.6 million customers annually. Enercare is also the largest non-utility sub-meter provider, with electricity, water, thermal and gas metering contracts for condominium and apartment suites in Canada and through its Triacta brand, a premier designer and manufacturer of advanced sub-meters and sub-metering solutions.
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Cautionary Note Regarding Forward-looking Statements
This news release contains certain forward-looking statements within the meaning of applicable Canadian securities laws and within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended and "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 ("forward looking statements" or "forward-looking information") that involve various risks and uncertainties. Statements other than statements of historical fact contained in this news release may be forward looking statements, including, without limitation, management's expectations, intentions and beliefs concerning anticipated future events, results, circumstances, economic performance or expectations with respect to Enercare and/or Brookfield Infrastructure, including, as applicable, Enercare's or Brookfield Infrastructure's business operations, business strategy and financial condition. When used herein, the words "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "goal", "intends", "may", "might", "outlook", "plans", "projects", "schedule", "should", "strive", "target", "will", "would" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. These forward-looking statements may reflect the internal projections, expectations, future growth, results of operations, performance, business prospects and opportunities of Enercare or Brookfield Infrastructure, as applicable, and are based on information currently available to Enercare and/or Brookfield Infrastructure, as applicable, and/or assumptions that Enercare and/or Brookfield Infrastructure, as applicable, believes are reasonable. Many factors could cause actual results to differ materially from the results and developments discussed in the forward-looking information, including the inability to complete the transaction referred to in this news release, including as a result of failure to receive the approvals referenced herein.
SOURCE Enercare Inc.
For further information: please contact: Sophia Bisoukis, Vice President, Investor Relations, 905.943.6437, [email protected], Source: Enercare Inc.