OAKVILLE, ON, Dec. 22, 2014 /CNW/ - Vicwest Inc. (the "Company" or "Vicwest") (TSX: VIC, VIC.DB and VIC.DB.A) announced today that the Ontario Superior Court of Justice (the "Court") has issued an interim order authorizing, among other things, the holding of a special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares") of Vicwest, at which the Shareholders will be asked to approve, among other things, the previously-announced transaction pursuant to which Kingspan Group plc ("Kingspan") (through an acquisition company) has agreed to acquire all of the issued and outstanding common shares of Vicwest for C$12.70 per share by way of a court approved plan of arrangement (the "Arrangement"). As part of the Arrangement, substantially all of the assets of Vicwest's Westeel division will be sold to Ag Growth International Inc. ("Ag Growth") and Kingspan will retain the Vicwest Building Products division.
The Meeting is scheduled to be held at the offices of Vicwest's legal counsel, Goodmans LLP, at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7 at 10:00 a.m. (Toronto time) on January 23, 2015. The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is December 15, 2014. The Company's management information circular to be sent in connection with the Meeting will include a summary of the arrangement agreement (the "Arrangement Agreement"), dated November 10, 2014, as amended on December 17, 2014, entered into between the Company, Kingspan, 1924245 Ontario Inc., Ag Growth and 8732833 Canada Inc., and additional details concerning the Arrangement. The Company expects to begin mailing the information circular, form of proxy and letter of transmittal to the Shareholders on or about December 23, 2014, at which time the documents will also be made available under the Company's profile on the SEDAR website at www.sedar.com.
If the Arrangement is approved by the Shareholders at the Meeting, the Company will attend a hearing before the Court to ask the Court to grant a final order in respect of the Arrangement. If the approvals of the Shareholders, the Court and regulatory authorities are obtained, and the other conditions to the completion of the Arrangement are satisfied or waived, it is expected that closing of the Arrangement will be completed in the first quarter of 2015.
About Vicwest Inc.
Vicwest Inc. is a leading manufacturer and distributor of engineered storage and handling systems for grain, fertilizer and liquid storage as well as building construction products for agriculture, commercial, industrial and residential markets. The Company operates through two divisions: Vicwest Building Products and Westeel. With approximately 7,000 customers, 1,200 dedicated employees and 34 business partners, it is positioned for growth in domestic and international markets. Vicwest Inc. is a member of the S&P/TSX SmallCap Index. For more information, visit www.vicwestinc.com.Vicwest Inc. is a member of the S&P/TSX SmallCap Index. For more information, visit www.vicwestinc.com.
Certain statements in this news release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including with respect to the Company's current expectations and plans relating to the Arrangement. The Company has based these forward-looking statements on factors and assumptions about future events, including that the Arrangement Agreement will not be amended and all conditions precedent to completing the Arrangement will be met. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. These risks and uncertainties include, among other things, the possibility that any of the conditions to closing of the Arrangement, including regulatory, shareholder and/or court approvals, may not be satisfied or (where applicable) waived and such other risks as identified in the Company's materials filed under the Company's profile at www.sedar.com from time to time. Readers are encouraged to review the most recently filed Management's Discussion and Analysis and other disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions. Readers are cautioned not to place undue reliance on the Company's forward-looking statements. The forward-looking statements contained herein are made as of the date of this press release and except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE: Vicwest Inc.
For further information: Please contact: Colin Osborne, President & Chief Executive Officer, Vicwest Inc., Tel: (905) 469-5700, [email protected]; Rod Crawford, Chief Financial Officer, Vicwest Inc., Tel: (905) 469-5706, [email protected]