NORWALL GROUP INC. ANNOUNCES COMPLETION OF GOING PRIVATE TRANSACTION
TORONTO, Dec. 9 /CNW/ - Further to its news releases dated October 21 and December 1, 2010, Norwall Group Inc. (TSX Venture: NGI) ("Norwall" or the "Company") announced today that it has completed its going private transaction by way of a share consolidation (the "Consolidation") on the basis of one post-Consolidation common share for every 3,739,155 common shares held immediately prior to the Consolidation.
Patton Wallcoverings, LLC, a Florida limited liability company wholly-owned and controlled, directly or indirectly, by James J. Patton, Norwall President and CEO, and Bruce Mitchell, a former control block shareholder of Norwall, is now the sole remaining Norwall shareholder holding at least one whole common share.
Shareholders who held fractional shares upon completion of the Consolidation (collectively, "Minority Shareholders") will receive a cash payment of $0.93 per pre-Consolidation common share on account of such fractional shares.
The Consolidation was duly approved by shareholders at a special meeting held on December 3, 2010, and articles of amendment effecting the Consolidation were filed on December 8, 2010.
Concurrent with the completion of the Consolidation, Norwall has applied to the TSX Venture Exchange for permission to delist its common shares. The delisting is anticipated to take effect in the coming days. Norwall is also filing applications with the relevant provincial securities commissions to cease to be a reporting issuer.
Also, further to its press release of December 1, 2010, Norwall wishes to announce that the motion brought against Norwall, Patton Wallcoverings, Inc., Patton Wallcoverings, LLC and James J. Patton, Norwall's Chairman, President and C.E.O. alleging, among other things, that Norwall breached the terms of exclusive distribution contracts purportedly entered into between Norwall and certain of its distributors (the "Plaintiffs") and requesting injunctive relief, was dismissed in its entirety by the Ontario Superior Court of Justice. Norwall believes that all of the allegations made by the Plaintiffs are without merit and will continue to vigorously defend the action.
About Norwall
Norwall designs quality residential wallpapers and borders and distributes them to specialty stores and mass merchants in Canada and through its wholly-owned operating subsidiary, Patton Wallcoverings, in the United States and in 52 countries worldwide.
Forward-looking statements
Certain statements included in this release contain words such as "could", "expects", "expectations", "may", "anticipates", "believes", "intends", "estimates" and "plans" (and similar expressions) and constitute "forward-looking statements" within the meaning of applicable securities law. These statements are based on Norwall's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which Norwall and its subsidiaries operate. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which are difficult to predict and may cause the actual results, performance or achievements of Norwall, or outcomes or results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, such factors which are described in Norwall's management's discussion and analysis of operations and other filings with Canadian regulatory authorities. These statements, although considered reasonable by Norwall at the date of this press release, may prove to be inaccurate and consequently Norwall's actual results could differ materially from its expectations as set out or implied in this release. Unless otherwise required by applicable securities laws, Norwall disclaims any intention or obligation to update or revise any forward-looking statements.
For further information:
James J. Patton, President and Chief Executive Officer at (905) 791-2700, ([email protected]); or Edward Diochon, Vice President of Finance at (905) 791-2700, ([email protected])
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