/Not for distribution to U.S. news wire services or dissemination in the
MONTREAL, Dec. 31 /CNW Telbec/ - GENIVAR Income Fund (the "Fund") is
pleased to announce that it will complete, effective on January 1st, 2011 the approved plan of arrangement (the "Arrangement) pursuant to
which the Fund will combine with GENIVAR Inc. and convert from an
income trust structure to a new publicly-traded corporation named
"GENIVAR Inc." ("New GENIVAR"). Common shares of New GENIVAR will be
listed upon completion of the Arrangement and will commence trading in
the Toronto Stock Exchange on January 4, 2011 under the symbol GNV.
As of December 31, 2010, the shareholders of GENIVAR Inc. (the
"Shareholders") hold a 33.35% indirect interest in the Fund and the
unitholders (the "Unitholders") hold a 66.65% direct interest in the
Fund. Under the Arrangement, Unitholders will receive, for each unit of
the Fund held, one common share of New GENIVAR for an aggregate of
18,103,589 common shares in New GENIVAR and the Shareholders will
receive an aggregate of 7,908,294 common shares of New GENIVAR in
exchange for their 33.35% indirect interest in the Fund. As of January
1st, 2011, there will be 26,011,883 common shares of New GENIVAR
outstanding and the former Shareholders and the former Unitholders will
respectively hold a 30.40% and 69.60% interest in New GENIVAR.
The aggregate ownership percentage of each of the Shareholders and the
Unitholders has been determined based on the consolidated adjusted net
asset value (the "Adjusted Net Asset Value") of GENIVAR Inc. and
GENIFINANCE (2006) Inc. estimated by KPMG LLP on December 31, 2010,
which is equal to negative $32,650,000. As of April 15, 2010, the
Adjusted Net Asset Value was equal to negative $27,500,000. Based on
the Adjusted Net Asset Value determined on December 31, 2010, the share
conversion ratio was adjusted from 0.8929 on April 15, 2010 to 0.8728
on December 31, 2010.
The details of the Arrangement and the adjustment to the share
conversion ratio are further described in the management information
circular of the Fund dated April 15, 2010.
All the members of the board of trustees and the senior officers of the
Fund will remain directors and officers of GENIVAR.
GENIVAR is a leading Canadian engineering services firm providing
private and public-sector clients with a comprehensive range of
professional consulting services throughout all project phases,
including planning, design, construction and maintenance. Ranging in
size and scope, GENIVAR's clients primarily operate in the building,
industrial and energy, municipal infrastructure, transportation and
environmental sectors. GENIVAR is one of Canada's largest engineering
services firms based on number of employees, with more than 4,500
managers, professionals, technicians and technologists and support
staff in more than 85 locations in Canada and internationally. www.genivar.com
Certain information regarding GENIVAR contained herein may constitute
forward-looking statements. Forward-looking statements may include estimates, plans, expectations,
opinions, forecasts, projections, guidance or other statements that are
not statements of fact. Although GENIVAR believes that the expectations
reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been
correct. These statements are subject to certain risks and
uncertainties and may be based on assumptions that could cause actual
results to differ materially from those anticipated or implied in the
forward-looking statements. GENIVAR's forward-looking statements are
expressly qualified in their entirety by this cautionary statement.
SOURCE GENIVAR Inc.
For further information: For further information:
President and Chief Executive Officer, GENIVAR Inc.
Tel.: (514) 340-0046
Corporate Secretary, GENIVAR Inc.
Tel.: (514) 340-0046