TORONTO, March 21, 2018 /CNW/ - On July 31, 2013 Winzen Properties Inc. (the "Corporation") announced that it had voluntarily delisted its common shares from the TSX Venture Exchange (the "TSXV") because it no longer met the listing requirements of that stock exchange. Management of the Corporation sought out a transaction to offer liquidity to its public shareholders. In a press release dated July 31, 2013 the Corporation announced that it had made application to the Alberta Securities Commission to cease to be a reporting issuer.
During the period from July 25, 2013 to November 4, 2013 2381791 Ontario Inc. (the "Offeror"), a corporation controlled by one of the directors of the Corporation, acquired 731,300 common shares of the Corporation at a price of $1.00 per share (the "Original Transaction"). The price represented a premium to the last trading price of the stock on the TSXV. No valuation was prepared to substantiate management's view that the price offered was fair and the disclosure to shareholders did not satisfy the disclosure requirements of the applicable securities regulators.
To date the Corporation has not received a decision document from the regulators to allow it to cease to be a reporting issuer. On August 5, 2016 the Corporation announced that the Corporation and Staff of the Office of Mergers & Acquisitions ("M&A Staff") of the Ontario Securities Commission had engaged in lengthy discussions concerning the Original Transaction and that the Corporation had undertaken to complete a second transaction (the "Subsequent Transaction") to satisfy the disclosure and valuation requirements applicable to the Original Transaction.
Today the Corporation has issued an information circular dated March 20, 2018 to complete the Subsequent Transaction. The Subsequent Transaction: (a) when combined with a disclosure statement attached thereto, offers additional compensation of $1.70 per share to the former shareholders of the Corporation, (b) contains a compulsory sale mechanism to purchase all shares remaining with public shareholders at a price of $2.70 per share (which is equal to the total consideration payable to former shareholders), and (c) facilitates the Corporation ceasing to be a reporting issuer.
Details of the Subsequent Transaction and the undertaking delivered to M&A Staff in connection with the Subsequent Transaction are contained in an information circular which the Corporation has posted on SEDAR and will mail to all shareholders and former shareholders who sold their shares under the Original Transaction.
SOURCE Winzen Properties Inc.
For further information: Brian Zenkovich, (416) 253-5900