TORONTO, June 12 /CNW/ - As previously announced, Mavrix Fund Management
Inc. (the "Company") (TSX: MVX), Growth Works Ltd. and a wholly-owned
subsidiary of Growth Works Ltd. (the "Purchaser") have entered into an
Arrangement Agreement pursuant to which the Purchaser will acquire by way of
Plan of Arrangement all of the issued and outstanding common shares (the
"Shares") of the Company for $0.25 in cash per Share subject to, among other
things, shareholder and final Court approval (the "Arrangement"). The
Arrangement is expected to be effective on or about June 30, 2009.
As previously disclosed, upon completion of the Arrangement, the Shares
will be delisted from the TSX, as the Company will no longer meet the minimum
listing requirements for the shares. In addition, as previously disclosed, the
8% convertible debentures (the "Debentures") issued pursuant to the indenture
dated May 1, 2005 will remain outstanding.
In order to maintain liquidity for the Debentures, the Company had sought
to continue the listing of the Debentures. While the Company has now been
advised that the Debentures will no longer be listed on the TSX following
implementation of the Arrangement, the Company has made application to list
the Debentures on the Canadian National Stock Exchange (the "CNSX"). The
Company will publicly announce whether the application is successful and if
successful, when trading on the CNSX will commence.
The Company will also remain a reporting issuer under the securities
legislation of each of the provinces and territories in Canada under which it
is currently a reporting issuer, or equivalent.
The terms of the Debentures are unaffected by the Arrangement as holders
of Debentures are not subject to the Plan of Arrangement. Accordingly, under
the terms of the Debentures, a holder may convert the Debentures into Shares
at a price of $3.50 per Share. This conversion price is significantly higher
than the volume weighted average trading price of the Shares for the 30-day
period prior to the announcement of the Arrangement, which was $0.18.
About Mavrix Fund Management Inc.
Mavrix Fund Management Inc. (TSX: MVX) is an asset management company
founded and operated by experienced portfolio managers. The company offers a
focused line-up of concentrated, actively managed funds that aim to complement
mainstream funds. Mavrix supports its products by providing financial advisors
with regular and direct access to portfolio managers and unbiased commentary,
which has enabled the company to become a trusted advisor to its clients.
Mavrix is headquartered in Toronto with offices in Halifax, Montreal and
Winnipeg. Additional information about Mavrix can be found at
Certain statements contained herein constitute "forward-looking
statements". These forward-looking statements are based on current
expectations and involve known and unknown risks, uncertainties and other
factors. Material factors and assumptions that were applied in making the
forward-looking statements and that could cause actual results to differ
materially from the forward-looking statements in this release include risks
and uncertainties relating to: conditions set out in the interim order to be
obtained in connection with the Plan of Arrangement, satisfaction of the
conditions set out in the Arrangement Agreement, negotiation of a satisfactory
amendment with a lender to the Corporation to permit completion of the
Transaction, and receipt of all regulatory and required shareholder approvals.
Readers are cautioned not to place undue reliance on these statements as
actual results may differ materially from any future results expressed or
implied by such forward-looking statements, if known or unknown risks,
uncertainties or other factors affect the Transaction, the Company or its
business. The Company cannot provide any assurance that forward-looking
statements will materialize. Except as required by law, the Company assumes no
obligation to update or revise any forward-looking statement, whether as a
result of new information, future events or any other reason.
For further information:
For further information: contact Mavrix Fund Management Inc. at (416)
362-3077, 1-888-964-3533 or www.mavrixfunds.com