MONTREAL, Nov. 24, 2017 /CNW Telbec/ - HNZ Group Inc. (TSX: HNZ) ("HNZ" or the "Corporation") announces that it has obtained an interim order (the "Interim Order") from the Superior Court of Québec (the "Court") providing for, among other things, the holding of a special meeting (the "Meeting") of the holders (collectively, the "Shareholders") of common shares and variable voting shares of HNZ (collectively, the "HNZ Shares") to approve the previously announced statutory plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Transaction") involving the acquisition by Don Wall, the Corporation's President and CEO, through a beneficially wholly-owned acquisition company (the "Canadian Purchaser") of all of the outstanding HNZ Shares, other than the HNZ Shares held by Don Wall, and subsequent acquisition by PHI, Inc. ("PHI") of HNZ's offshore business conducted in New Zealand, Australia, the Philippines and Papua New Guinea.
HNZ has mailed the notice of meeting and the management information circular (the "Circular") and related materials (the "Meeting Materials") to the Shareholders. The Meeting Materials are also available under HNZ's profile on SEDAR at www.sedar.com. The record date for determining the Shareholders entitled to receive notice and vote at the Meeting was November 20, 2017. The Meeting is scheduled to be held at 9:00 a.m. on Tuesday, December 19, 2017 at the offices of McCarthy Tétrault LLP located at 1000 de la Gauchetière West, Suite 2500, Montréal, Québec, H3B 0A2.
Completion of the Transaction is conditional upon, among other things, its approval at the Meeting by at least 66 2/3% of the votes cast by Shareholders and by a simple majority of votes cast by disinterested Shareholders (therefore excluding Don Wall for purposes of such vote), in each case voting as a single class. The board of directors of the Corporation (with Don Wall abstaining) has unanimously determined that the Transaction is in the best interest of the Corporation and recommends that Shareholders vote in favour of the Transaction. If the Transaction is so approved by the Shareholders at the Meeting, the Corporation will attend a hearing before the Court scheduled for December 20, 2017 to ask the Court to grant a final order in respect of the Transaction. Subject to obtaining the required approvals of the Shareholders and the Court and the satisfaction or waiver of the other conditions to the closing of the Transaction, it is expected that the Transaction will be completed in late December 2017 or early January 2018.
ABOUT HNZ GROUP INC.
HNZ Group Inc. is an international provider of helicopter transportation and related support services with operations in Canada, Australia, New Zealand, Antarctica, the United States and Southeast Asia. The Corporation operates in excess of 115 helicopters to support offshore and onshore charter activities under a number of different brands. Offshore operations are provided under the HNZ brand, while onshore charter operations are under the Canadian Helicopters brand in Canada, Acasta in Northern Canada and the HNZ brand in Asia-Pacific and Antarctica. Clients consist of multinational companies and government agencies including offshore and onshore oil and gas, mineral exploration, military support, hydro and utilities, forest management, construction, air ambulance and search and rescue. In addition to charter services, it provides ancillary services which include third-party repair and maintenance services and advanced flight training by the internationally recognized HNZ Topflight training center in Penticton, British Columbia. The Corporation is headquartered near Montreal, Canada and employs approximately 600 personnel from 36 locations around the world. Revenue from offshore and ancillary operations is mostly earned evenly throughout the year while onshore operations follow a seasonal pattern with the highest revenue occurring from May to October.
This document contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "outlook", "target", "goal", "guidance", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Such forward-looking information includes, but is not limited to, statements relating to the anticipated benefits of the proposed transaction and of the completion of the proposed transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to: the failure of the parties to obtain the necessary shareholder and court approvals or to otherwise satisfy the conditions to the completion of the Transaction in a timely manner, on satisfactory terms, or at all; failure to realize the expected benefits of the transaction; changes in general economic, market, industry and competitive conditions; a materially adverse change in financial condition; and other risks detailed in the Circular under the heading "Risk Factors" and in the other Corporation's filings with the Canadian Securities Administrators, including the "Risk Factors" section of the Corporation's Annual Information Form for the fiscal year ended December 31, 2016. Failure to obtain the necessary shareholder and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Transaction or to complete the transactions contemplated by the arrangement agreement dated October 30, 2017 among the Corporation, Don Wall, the Canadian Purchaser and PHI (the "Arrangement Agreement"), may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the Transaction and the proposed transactions contemplated by the Arrangement Agreement and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on the market price for the HNZ Shares and/or on the Corporation's current and future operations, financial condition and prospects. Furthermore, the failure of the Corporation to comply with the terms of the Arrangement Agreement may, in certain circumstances, result in it being required to pay a termination fee to PHI and/or expense reimbursement payments, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.
All forward-looking statements are expressly qualified in their entirety by these cautionary statements. All forward-looking statements in this document are made as of the date hereof and neither the Corporation, Don Wall, the Canadian Purchaser nor PHI undertakes any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.
SOURCE HNZ Group Inc.
For further information: HNZ Group Inc., Matt Wright, CFA, MBA, Vice President and Chief Financial Officer, 780-429-6903