TORONTO, Feb. 28, 2014 /CNW/ - McVicar Industries Inc. ("McVicar") (TSXV symbol MCV) announces today that the date for its previously announced special meeting of shareholders has been rescheduled from March 31st, to April 29th, 2014.
The rescheduling of the meeting is to allow sufficient time for Evans & Evans, Inc. to complete the formal valuation of McVicar and their opinion as to the fairness, from the financial point of view, (collectively the "Valuation") of the previously announced, proposed amalgamation (the "Amalgamation") of McVicar with 1909734 Ontario Limited, a wholly owned subsidiary of GC Consulting & Investment Corp. ("GCCI"), a corporation controlled by Dr. Gang Chai, McVicar's chief executive officer.
The Valuation is being prepared in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators and under the supervision of the Special Committee of the McVicar Board. The Valuation will form the basis of the Special Committee's recommendation as to whether shareholders of McVicar should approve the Amalgamation.
As previously disclosed, upon completion of the Amalgamation, if approved, shareholders of McVicar (other than shareholders who exercise their dissent and appraisal rights under s. 185 of the Business Corporations Act (Ontario) and GCCI and related parties of GCCI) will effectively receive a cash consideration of $0.50 per McVicar share and GCCI will have effectively acquired 100% of the issued shares of McVicar.
McVicar Industries Inc., headquartered in Toronto, Canada, is focused on investments and acquisitions of businesses in China. At present, McVicar has operations in both electronic components and specialty chemicals in three operations in China.
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. The words "may", "will", "could", "should", "would", "believe", "plan", "anticipate", "estimate", "expect", "intend", and "objective" (or the negatives thereof), and words and expressions of similar import, are intended to identify forward-looking information, which may include statements made in this news release regarding the Amalgamation, shareholder and regulatory approvals, and McVicar's plans following completion of the Amalgamation. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, inability to obtain shareholder and/or regulatory approval of the Amalgamation, the Amalgamation not being completed for any other reason, and receipt by the Special Committee of an unfavourable formal valuation and/or fairness opinion. McVicar believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, for example, that McVicar will obtain all necessary approvals for the Amalgamation, the Merger Agreement will not be terminated, and the Amalgamation will be completed as currently contemplated. Nevertheless, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. McVicar disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable securities laws.
Neither the 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: McVicar Industries Inc.
For further information:
Ms. eXavier Peterson or Dr. Gang Chai, Chief Executive Officer, Tel: (416) 366-7420; [email protected]