MONTREAL, May 15, 2014 /CNW Telbec/ - Ranaz Corporation ("Ranaz") (TSX-V: RNZ), a company specializing in the manufacturing and marketing of protein and dietary supplements, announces today that its board of directors has approved a going private transaction to be completed by consolidating Ranaz common shares on the basis of 1 post-consolidated common share for each 17,000,000 pre-consolidated common shares (the "Consolidation"). The Consolidation is subject to the required shareholder approvals at an upcoming Ranaz annual and special meeting of shareholders to be held June 17, 2014 (the "Meeting").
The Consolidation will result in all of the shareholders of Ranaz (except for Fiducie Vanquish ("Vanquish")) holding a fractional interest in the post-consolidated common shares of Ranaz. As fractional shares will not be issued, each shareholder of Ranaz will receive $0.01 in cash for each pre-consolidated common share held immediately prior to the Consolidation in lieu of certificates for fractional post-consolidated common shares (the "Consideration"). There are currently 60,208,284 common shares of Ranaz issued and outstanding. After completion of the Consolidation, Vanquish will be the sole shareholder of Ranaz holding one (1) common share. Vanquish, of which Mr Jean Bourassa-Marineau, President and CEO of Ranaz, is sole beneficiary, currently holds 29.51% of the total common shares of Ranaz.
The Consolidation is subject to approval of ⅔ of the common shares voted at the Meeting as well as the approval of a majority of the votes cast by minority shareholders at the Meeting pursuant to the requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
The board of directors of Ranaz established an independent special committee to review the Consolidation and to confirm the fairness of the Consideration. The special committee has recommended to the board of directors of Ranaz that the Consolidation and Consideration be approved.
Subject to the approval of the Consolidation at the Meeting and the acceptance of the TSX Venture Exchange, Ranaz will file articles of amendment to effect the Consolidation. Once the Consolidation is completed, Ranaz intends to apply to have its common shares delisted from the TSX Venture Exchange and intends to apply to cease to be a reporting issuer with the applicable securities regulatory authorities.
Further information on the terms and conditions of the Consolidation shall be provided to the shareholders in the management information circular for the Meeting, which will also be available on SEDAR at www.sedar.com.
About Ranaz Corporation
Ranaz is a corporation specializing in the manufacture and sale of protein and dietary supplements. Its mission is to design, develop and market nutritional, protein and dietary supplements under its own corporate brands and concepts, such as Protidiet and ProtiLife, as well as under private labels.
Full information, including the management discussion and analysis and the financial statements thereto, is available on SEDAR, at www.sedar.com
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 accuracy of this release.
THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO SUCH MATTERS AS EXPECTED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, PROPOSED TRANSACTIONS AND LIKE MATTERS. THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO RISK FACTORS DESCRIBED IN DOCUMENTS FILED WITH REGULATORY AUTHORITIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED AS A RESULT OF THESE RISKS AND SHOULD NOT BE RELIED UPON AS A PREDICTION OF FUTURE EVENTS. RANAZ UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE ON WHICH SUCH STATEMENT IS MADE, OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS UNLESS REQUIRED TO DO SO UNDER APPLICABLE LAW.
SOURCE: Ranaz Corporation
For further information:
Chairman of the Board of Directors