EDMONTON, March 26, 2019 /CNW/ - ZCL Composites Inc. ("ZCL" or the "Company") (TSX:ZCL) is pleased to announce that the holders (the "Shareholders") of common shares (the "Common Shares") and the holders of options to purchase Common Shares (the "Optionholders", and together with the Shareholders, the "Securityholders") approved the previously announced plan of arrangement (the "Arrangement") involving ZCL, Shawcor Ltd. ("Shawcor") (TSX:SCL) and the Securityholders of ZCL, pursuant to section 192 of the Canada Business Corporations Act. Pursuant to the Arrangement, Shawcor will acquire all of the issued and outstanding Common Shares for a purchase price of $10.00 per Common Share payable entirely in cash. ZCL expects to apply for a final order of the Court of Queen's Bench of Alberta approving the Arrangement on March 29, 2019. Closing of the Arrangement is expected to occur on or about April 2, 2019.
By special resolution passed at the meeting of Securityholders, the Arrangement was approved by 99.37% of the votes cast by Securityholders (voting together as a single class), and by 99.42% of the votes cast by the Shareholders (voting separately).
Advisory Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward looking statements are often identified by words such as "may", "will", "should", "could", "anticipate", "believe", "expect", "intend", "plan", "potential", "continue" and similar expressions. In respect of the forward-looking statements concerning the anticipated completion of the proposed Arrangement, ZCL has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, court approval of the Arrangement; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. Risks and uncertainties inherent in the nature of the Arrangement include the failure of the Company to obtain necessary court approval of the Arrangement, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain court approval, or the failure of the parties to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.
The forward‐looking statements in this press release speak only as of the date hereof. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on the Company's behalf, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. The forward‐looking statements contained in this press release are expressly qualified by this cautionary statement.
SOURCE ZCL Composites Inc.
For further information: Ted Redmond, President & CEO, ZCL Composites Inc., (780) 466-6648, Ted.Redmond @ zcl.com; Kathy Demuth, Chief Financial Officer, ZCL Composites Inc., (780) 466-6648, Kathy.Demuth @ zcl.com