TORONTO, Dec. 1 /CNW/ - Norwall Group Inc. (TSX Venture: NGI) ("Norwall" or the "Company") announced today that it was served with notice of a motion (the "Motion") brought against Norwall, Patton Wallcoverings, Inc., Patton Wallcoverings, LLC and James J. Patton, Norwall's Chairman, President and C.E.O (collectively, the Defendants") alleging, among other things, that Norwall breached the terms of exclusive distribution contracts purportedly entered into between Norwall and certain of its distributors (collectively, the "Plaintiffs").
The Motion is scheduled to be heard on Friday, December 3, 2010 before the Superior Court of Justice in Brampton, Ontario.
According to the Motion materials, the Plaintiffs intend to seek, in addition to other relief, an injunction (i) suspending the proposed share consolidation (the "Consolidation") scheduled to be voted upon at a special meeting (the "Meeting") of Norwall shareholders on December 3, 2010 and (ii) preventing payment to minority shareholders of the cash consideration of $0.93 per share to which they would be entitled following completion of the Consolidation.
The Company believes that the allegations raised in the Motion materials are entirely without merit, and the Defendants intend to vigorously defend the Motion.
The special meeting of shareholders is expected to proceed as planned on December 3, 2010. Assuming the Consolidation is duly approved by shareholders, Norwall intends to file articles of amendment effecting the Consolidation on or before December 6, 2010, with the delisting of Norwall's common shares from the TSX Venture Exchange expected to follow shortly thereafter.
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 statements.
For further information: 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])