CHC Shareholders Approve Acquisition of CHC by First Reserve Corporation
April 29 2008 - 10:04PM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX: FLY.A)(TSX: FLY.B)(NYSE: FLI)
today announced that its shareholders approved the plan of
arrangement involving CHC and an affiliate of a fund managed by
First Reserve Corporation. The arrangement involves the acquisition
of all of CHC's outstanding Class A Subordinate Voting Shares and
Class B Multiple Voting Shares for cash consideration of Cdn$32.68
per share.
The special resolution approving the arrangement was approved
this afternoon at a special meeting of shareholders by more than
99.944% of the votes cast by holders of Class A Subordinate Voting
Shares, Class B Multiple Voting Shares and Ordinary Shares, voting
as a single class. As required under Canadian securities laws, the
special resolution approving the arrangement was also approved by
99.884% of the votes cast by holders of Class A Subordinate Voting
Shares (excluding such shares held by certain members of management
who will be acquiring equity in an affiliate of the purchaser),
100% of the votes cast by holders of Class B Multiple Voting Shares
and 100% of the votes cast by the holder of Ordinary Shares, each
voting as a separate class. Final proxy results will be made
available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov in
the coming days.
Completion of the arrangement remains subject to a number of
conditions, some of which are beyond CHC's and the purchaser's
control; accordingly, the exact timing of implementation of the
arrangement is not currently known. CHC and the purchaser currently
expect the closing to occur in June 2008. An application seeking a
final order approving the plan of arrangement under the Canada
Business Corporations Act is scheduled to be heard by the British
Columbia Supreme Court on May 1, 2008.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements relating
to the proposed acquisition of CHC Helicopter Corporation,
including statements regarding the completion of the proposed
transaction and other statements that are not historical facts.
Such forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place
undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a
number of terms and conditions, including, without limitation: (i)
applicable governmental authorities approvals, (ii) necessary court
approvals, and (iii) certain termination rights available to the
parties under the arrangement agreement. These approvals may not be
obtained, the other conditions to the transaction may not be
satisfied in accordance with their terms, and/or the parties to the
arrangement agreement may exercise their termination rights, in
which case the proposed transaction could be modified, restructured
or terminated, as applicable.
The forward-looking statements in this news release are made as
of the date of this release. Except as may be required by Canadian
securities laws, we do not undertake any obligation to update or
revise any forward-looking statements contained in this press
release, whether as a result of new information, future events or
otherwise. We undertake no obligation to comment on expectations
of, or statements made by third parties in respect of the proposed
transaction. For additional information with respect to certain of
these and other assumptions and risks, please refer to CHC's
current amended annual report or Form 20 F/A and CHC's management
information circular dated March 28, 2008, each filed with the
Canadian securities commissions (available at www.sedar.com) and
the U.S. Securities and Exchange Commission (available at
www.sec.gov). These documents are also available on CHC's website
at www.chc.ca.
About CHC
CHC is the world's largest provider of helicopter services to
the global offshore oil and gas industry, with aircraft operating
in more than 30 countries worldwide. If you wish to be added to
CHC's news distribution list, please visit
http://www.chc.ca/investor_materialrequest.php.
Contacts: CHC Helicopter Corporation Sylvain Allard President
and Chief Executive Officer (604) 279-2455 or (604) 307-8646 Email:
sallard@chc.ca CHC Helicopter Corporation Rick Davis Senior Vice
President and Chief Financial Officer (604) 279-2471 or (778)
999-0314 Email: rdavis@chc.ca Website: www.chc.ca
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