VANCOUVER, BC, Nov. 7, 2022
/CNW/ - Avcorp Industries Inc. (TSX: AVP) (the
"Company" or "Avcorp") is pleased to announce the
successful completion of the previously announced plan of
arrangement under the Canada Business Corporations Act
(the "Arrangement") between Avcorp and Albatross Bidco Inc.
(the "Purchaser"), a wholly-owned subsidiary of Latécoère
S.A.
Under the Arrangement, the Purchaser acquired all of the issued
and outstanding common shares of Avcorp (each, an "Avcorp
Share") for consideration of $0.11 in cash per Avcorp Share and each
outstanding option to acquire Avcorp Shares (the "Avcorp
Options") automatically vested and was cancelled in exchange
for a cash payment from the Company equal to the amount (if any) by
which $0.11 exceeds the exercise
price of such Avcorp Option. As previously announced, the
Arrangement was overwhelmingly approved by Avcorp shareholders and
optionholders at an annual general and special meeting of Avcorp
securityholders held on June 30,
2022.
As a result of the Arrangement, the Avcorp Shares are expected
to be delisted from the Toronto Stock Exchange and Avcorp intends
to submit an application to the applicable securities regulators in
Canada to cease to be a reporting
issuer.
Registered holders of Avcorp Shares are reminded that they must
properly complete, sign and return the letter of transmittal, along
with their share certificate(s), to TSX Trust Company, as
depositary, in order to receive the consideration they are entitled
to under the Arrangement. Non-registered holders of Avcorp Shares
should follow the instructions provided by their broker or
other intermediary in whose name their Avcorp Shares are registered
to receive the consideration they are entitled to under the
Arrangement .
About Avcorp
The Avcorp Group designs and builds major airframe structures
for some of the world's leading aircraft companies, including BAE
Systems, Boeing, Bombardier, Lockheed Martin and Subaru
Corporation. The Avcorp Group has more than 65 years of experience,
over 500 skilled employees and 560,000 square feet of facilities.
Avcorp Structures & Integration located in Delta British Columbia, Canada is dedicated to
metallic and composite aerostructures assembly and integration;
Avcorp Engineered Composites located in Burlington Ontario, Canada is dedicated to
design and manufacture of composite aerostructures, and Avcorp
Composite Fabrication located in Gardena
California, USA has advanced composite aerostructures
fabrication capabilities for composite aerostructures. The Avcorp
Group offers integrated composite and metallic aircraft structures
to aircraft manufacturers, a distinct advantage in the pursuit of
contracts for new aircraft designs, which require lower-cost,
light-weight, strong, reliable structures. Comtek Advanced
Structures Ltd., at our Burlington,
Ontario, Canada location also provides aircraft operators
with aircraft structural component repair services for commercial
aircraft.
Avcorp Composite Fabrication Inc. is wholly owned by Avcorp US
Holdings Inc. Both companies are incorporated in the State of Delaware, USA, and are wholly owned
subsidiaries of Avcorp Industries Inc.
Comtek Advanced Structures Ltd., incorporated in the Province of
Ontario, Canada, is a wholly owned
subsidiary of Avcorp Industries Inc.
Avcorp Industries Inc. is a federally incorporated reporting
company in Canada and traded on
the Toronto Stock Exchange (TSX:AVP).
AMANDEEP KALER
CHIEF EXECUTIVE OFFICER
AVCORP GROUP
Forward-Looking Statements
Certain information in this news release is considered
forward-looking within the meaning of certain securities laws and
is subject to important risks, uncertainties and assumptions. This
forward-looking information includes, among other things,
information with respect to the Company's beliefs, plans,
expectations, anticipations, estimates and intentions. The words
"may", "could", "should", "would", "suspect", "outlook", "believe",
"anticipate", "estimate", "expect", "intend", "plan", "target" and
similar words and expressions are used to identify forward-looking
information. Forward-looking information in this news release
relates to, among other things, the Company's delisting from the
Toronto Stock Exchange and ceasing to be a reporting issuer in
Canada.
These statements reflect the Company's current views with
respect to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by the
Company, are inherently subject to significant uncertainties and
contingencies. Many factors, both known and unknown could cause
actual results, performance or achievements to be materially
different from the results, performance or achievements that are or
may be expressed or implied by such forward-looking statements or
information and the Company has made assumptions and estimates
based on or related to many of these factors. In respect of the
forward-looking statements, the Company has made certain
assumptions that management believes are reasonable at this time.
The assumptions include that the Company will be able to satisfy
the requisite conditions to delist from the Toronto Stock Exchange
and to be a reporting issuer in Canada. However, there can be no assurance
that such assumptions and statements will prove to be accurate and
actual results could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release.
Certain factors that could cause actual results to differ
materially from those anticipated in the forward-looking statements
include, but are not limited to, risks associated with overall
global and domestic economic conditions, force majeure events,
regulatory and legal proceedings, market risks and other unforeseen
adverse events. For more details, see the Risks outlined in our
MD&A filed with the Canadian securities regulatory authorities
at www.sedar.com.
The forward-looking information in this news release
describes the Company's expectations as of the date of this news
release. Readers are cautioned against attributing undue certainty
to forward-looking statements or information. Although Avcorp has
attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be anticipated, estimated or intended. The Company
does not intend, and does not assume any obligation, to update
these forward-looking statements or information to reflect changes
in assumptions or changes in circumstances or any other events
affecting such statements or information, other than as required by
applicable law
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SOURCE Avcorp Industries Inc.
