TORONTO,
Jan. 30, 2014 /CNW/ - McVicar
Industries Inc. ("McVicar") (TSXV symbol MCV) announces
today that it has entered into a conditional merger agreement (the
"Merger Agreement") with GC Consulting & Investment
Corp. ("GCCI"), a corporation controlled by Dr. Gang Chai,
McVicar's chief executive officer, pursuant to which McVicar has
agreed, subject to regulatory and shareholder approval, to
amalgamate (the "Amalgamation") under s. 174 of the
Business Corporations Act (Ontario) with 1909734 Ontario Limited, a
wholly owned subsidiary of GCCI ("Subco"), to form a new
corporation ("Amalco") to be named McVicar Industries Inc.
which will be a wholly owned subsidiary of GCCI.
On the Amalgamation each outstanding McVicar
common share, other than those held by shareholders who exercise
their dissent and appraisal rights under s. 185 of the Business
Corporations Act (Ontario) and
by GCCI which will be cancelled, will be exchanged for one
redeemable preferred share of Amalco, which will be redeemed by
Amalco for cash consideration of $0.50 per preferred share as soon as possible
following the Amalgamation. All of the issued shares of Subco
(currently held by GCCI) will be exchanged for shares of
Amalco. Consequently, completion of the Amalgamation will
result in GCCI having effectively acquired 100% of the issued
shares of McVicar.
GCCI owns or exercises control over a total of
3,713,593 common shares of McVicar amounting to approximately
12.90% of its issued common shares. Accordingly, GCCI is a
'related party' to McVicar and the Amalgamation will constitute a
'business combination' under the terms of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions of the Canadian Securities Administrators
("MI61-101") and will be subject to TSXV Policy 5.9 which
incorporates the provisions of MI61-101 by reference.
As a result, the board of directors of McVicar
have formed a special committee (the "Special Committee")
consisting of D. James Misener and
Colin Digout, both of whom are
independent of GCCI, with the mandate to review the terms and
conditions of the Amalgamation, to form an opinion as to the
fairness, from a financial point of view, of the Amalgamation to
shareholders of McVicar and to make a recommendation to the board
of directors and to the shareholders as to fairness of the
valuation and proposed Amalgamation. In this regard and
pursuant to the recommendation of the Special Committee,
independent investment banking firm Evans & Evans, Inc. of
Vancouver have been engaged to
prepare a formal valuation of McVicar in accordance with the
provisions of MI61-101 and an opinion as to the fairness, from a
financial point of view, of the Amalgamation to the shareholders of
McVicar.
Under applicable corporate law the Amalgamation
must be approved by a special resolution passed by a majority of at
least two-thirds of the votes cast at a meeting of the shareholders
of McVicar. The Amalgamation is also subject to the minority
approval provisions of MI61-101 which require that the Amalgamation
be approved by a simple majority of the votes cast at the special
shareholders' meeting excluding the votes attached to shares held
by GCCI, certain related parties (as such term is defined in MI
61-101) of GCCI any joint actor with GCCI.
To this end a special meeting of shareholders of
McVicar has been called for Monday, March
31, 2014. An information circular including the
requisite disclosure concerning the Amalgamation will be mailed to
shareholders as soon as possible. Additional details respecting the
Amalgamation will also be provided in future press releases as
appropriate.
Under the Merger Agreement, completion of the
Amalgamation is subject to certain conditions including completion
of the formal valuation and fairness opinion under the supervision
of the Special Committee such that the Special Committee can make a
favourable recommendation as to approval of the Amalgamation to the
board of directors and shareholders of McVicar; the requirement for
GCCI to provide sufficient funding to Subco such that Amalco can
pay the cost of redeeming the Amalco preferred shares issued to
shareholders of McVicar; GCCI being satisfied, in its discretion,
that any exercise of dissent rights by holders of McVicar shares
shall not adversely affect the completion of the Amalgamation or
the financial position of Amalco following completion of the
Amalgamation; and receipt of all necessary regulatory and
shareholder approval.
Following the completion of the Amalgamation,
which is expected to occur on or about April
1, 2014, McVicar will cease to meet the continuing listing
requirements of the TSX Venture Exchange and will be
de-listed. In addition, GCCI will take all necessary steps to
cause McVicar to cease to be a reporting issuer (or equivalent) in
all provinces of Canada in which
the Corporation is currently a reporting issuer (or
equivalent).
About McVicar
McVicar Industries Inc., headquartered in
Toronto, Canada, is focused on
investments and acquisitions of businesses in China. At present, McVicar has operations in
both electronic components and specialty chemicals in four
operations in China.
This news release contains forward-looking
information which is not comprised of historical facts.
Forward-looking information involves risks, uncertainties and other
factors that could cause actual events, results, performance,
prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information. The words
"may", "will", "could", "should", "would", "believe", "plan",
"anticipate", "estimate", "expect", "intend", and "objective" (or
the negatives thereof), and words and expressions of similar
import, are intended to identify forward-looking information, which
may include statements made in this news release regarding the
Amalgamation, shareholder and regulatory approvals, and McVicar's
plans following completion of the Amalgamation. Factors that could
cause actual results to differ materially from such forward-looking
information include, but are not limited to, inability to obtain
shareholder and/or regulatory approval of the Amalgamation, the
Amalgamation not being completed for any other reason, and receipt
by the Special Committee of an unfavourable formal valuation and/or
fairness opinion. McVicar believes that the assumptions and factors
used in preparing the forward-looking information in this news
release are reasonable, for example, that McVicar will obtain all
necessary approvals for the Amalgamation, the Merger Agreement will
not be terminated, and the Amalgamation will be completed as
currently contemplated. Nevertheless, undue reliance should not be
placed on such information, which only applies as of the date of
this news release, and no assurance can be given that such events
will occur in the disclosed time frames or at all. McVicar
disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by
applicable securities laws.
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 adequacy or accuracy of this release.
SOURCE McVicar Industries Inc.