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
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.
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.
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
SOURCE NORWALL GROUP INC.
For further information: For further information:
James J. Patton, President and Chief Executive Officer at (905) 791-2700, (firstname.lastname@example.org); or Edward Diochon, Vice President of Finance at (905) 791-2700, (email@example.com)