TORONTO, April 29, 2014 /CNW/ - McVicar Industries Inc.
("McVicar") (TSXV symbol MCV) announces that at its special
meeting of shareholders held today (the "Meeting")
Shareholders have passed a special resolution approving the
proposed amalgamation (the "Amalgamation") of McVicar with
1909734 Ontario Limited, a wholly owned subsidiary of GC Consulting
& Investment Corp. ("GCCI"), a corporation controlled by
Dr. Gang Chai, McVicar's chief executive officer, to form a new
corporation ("Amalco") to be named McVicar Industries Inc.
which will be a wholly owned subsidiary of GCCI.
The special resolution was passed by 15,663,013 votes or
approximately 96.9% of the 16,169,999 votes cast at the
Meeting. Excluding the votes attaching to the 6,261,182
shares owned by GCCI and related parties, the special resolution
was passed by 9,401,831 or approximately 94.9% of the votes by
unrelated minority shareholders. A total of 506,986 votes
were cast against the resolution.
"I am very gratified" said Dr. Gang Chai "that the overwhelming
majority of McVicar shareholders have supported this transaction
and accepted that the $0.50 per share
cash consideration, (a more than 126% premium to the prevailing
price prior to the announcement of the Amalgamation) represents a
fair price for McVicar shares.
McVicar now intends to proceed with filing articles of
amalgamation to complete the Amalgamation.
As previously disclosed, upon completion of 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 such shareholders effectively receiving a cash
consideration of $0.50 per McVicar
share and GCCI having effectively acquired 100% of the issued
shares of McVicar.
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
electronic components in several 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.