CALGARY, Jan. 3, 2018 /CNW/ - Pure Technologies Ltd. ("Pure" or the "Company") (TSX: PUR) is pleased to announce that it has mailed a management information circular, letter of transmittal and related proxy materials to the holders of common shares and options of Pure (the "Pure Securityholders") in connection with the special meeting to be held on January 24, 2018 (the "Special Meeting"). At the Special Meeting, the Pure Securityholders will be asked to pass a resolution approving the plan of arrangement as initially announced on December 11, 2017 (the "Arrangement") involving Pure, Pure Securityholders and Xylem Inc. ("Xylem").
Pure is also pleased to announce that it has received written notice from the U.S. Federal Trade Commission of the early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in connection with the Arrangement. Early termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Arrangement.
Pursuant to the Arrangement, Xylem will acquire all of Pure's outstanding common shares ("Pure Shares") for cash consideration of CDN $9.00 per Pure Share (the "Cash Consideration"). The Cash Consideration offered under the Arrangement represents an approximate 102.7% premium to the closing price of the Pure Shares on the TSX on the last trading day prior to the announcement of the Arrangement. The board of directors of Pure, having received a unanimous recommendation from a special committee comprised solely of independent Pure directors, unanimously recommends that the Pure Securityholders vote in favor of the Arrangement.
The Special Meeting
The Special Meeting will be held on January 24, 2018 at the Twins Meeting Room of the Le Germain Hotel, located at 899 Centre Street SW, Calgary, Alberta, T2G 1B8, at 9:00 a.m. (Calgary time). The record date for determining the Pure Securityholders entitled to receive notice and to vote at the Special Meeting is the close of business on December 27, 2017. All Pure Securityholders entitled to vote are encouraged to vote in person or by proxy at the Special Meeting.
A copy of the management information circular dated December 19, 2017 will be available on SEDAR under Pure's profile at www.sedar.com.
Xylem Inc. (NYSE: XYL) is a leading global water technology company committed to developing innovative technology solutions to the world's water challenges. Xylem's products and services move, treat, analyze, monitor and return water to the environment in public utility, industrial, residential and commercial building services settings. With its October 2016 acquisition of Sensus, Xylem added smart metering, network technologies and advanced data analytics for water, gas and electric utilities to its portfolio of solutions. The combined company's nearly 16,000 employees bring broad applications expertise with a strong focus on identifying comprehensive, sustainable solutions. Headquartered in Rye Brook, New York with 2016 revenue of $3.8 billion, Xylem does business in more than 150 countries through a number of market-leading product brands.
The name Xylem is derived from classical Greek and is the tissue that transports water in plants, highlighting the engineering efficiency of this water-centric business by linking it with the best water transportation of all – that which occurs in nature. For more information, please visit www.xylem.com.
Pure Technologies Ltd. is an international asset management, technology and services company which has developed patented technologies for inspection, monitoring and management of critical infrastructure around the world. Pure's business model incorporates four distinct but complementary business streams:
- Premium technical services including pipeline inspection, leak detection and condition assessment;
- Specialized engineering services in areas related to asset management, primarily in the area of pipeline condition assessment for water and wastewater infrastructure;
- Sales of proprietary monitoring technologies for pipelines, bridges and structures; and
- Recurring revenue from data analysis, site maintenance, and from technology licensing.
The Pure Shares are listed on the TSX under the symbol PUR.
Forward Looking Statements
Certain information set forth in this press release, including Information and statements which may contain words such as "could", "plans", "should", "anticipates", "expects", "believes", "will" and similar expressions and statements relating to matters that are not historical facts, contain forward-looking statements, including but not limited to statements regarding: the proposed Arrangement and anticipated benefits of and closing of the Arrangement; and mailing of the management information circular related to the Special Meeting and the timing thereof and timing of the Special Meeting. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Pure's control. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of the Pure Securityholders may result in the termination of the arrangement agreement. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement is set forth in the management information circular, which is available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The actual results, performance or achievement of Pure could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Pure will derive therefrom. Pure disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new Information, future events or otherwise, except as required by applicable securities laws.
"The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release."
SOURCE Pure Technologies Ltd.
For further information: To find out more about Pure Technologies Ltd. (TSX: PUR) contact Paul Moon, Director of Investor Relations; (403) 537-3244 or firstname.lastname@example.org.