/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY, Aug. 26, 2014 /CNW/ - CERF Incorporated
("CERF") (TSXV: CFL) and Winalta Inc. ("Winalta")
(TSXV: WTA) are pleased to announce that the shareholders of both
companies approved the matters put before them at the special
meetings held today in connection with the plan of arrangement (the
"Arrangement") involving CERF, Winalta and the shareholders
of Winalta.
At the special meeting of Winalta shareholders, the Arrangement
was approved by 99.95 % of the votes cast.
At the special meeting of CERF shareholders: (i) the issuance of
CERF shares under the Arrangement resulting in the creation of a
"Control Person" (as defined in the policies of the TSX Venture
Exchange) was approved by 99.87% of the votes cast; and (ii)
shareholders approved the election of seven directors of CERF being
Wayne Wadley, Ken Stephens, William C.
Guinan and David Maplethorpe,
current directors of CERF, and J. Blair
Goertzen, Bradley R. Munro
and Alfred Sailer, three nominees of
Winalta.
The Arrangement also received the approval of the Court of
Queen's Bench of Alberta today.
The closing of the Arrangement is anticipated to occur on
August 27, 2014.
A detailed description of the Arrangement is contained in the
joint information circular of CERF and Winalta dated July 25, 2014, a copy of which is available on
SEDAR at www.sedar.com.
AltaCorp. Capital Inc. acted as financial advisor to Winalta
with respect to the Arrangement.
ABOUT CERF
CERF Incorporated is a Canadian public corporation engaged in
the rental, sale and service of industrial and construction
equipment and waste management and environmental services. The
Equipment Rental Segment includes the rental of residential,
commercial and industrial construction-related equipment, including
sales and service of equipment. It also includes the rental and
sale of equipment to the drilling and service sectors of the oil
and natural gas industry and the rental of innovative and
high-quality modular buildings for the western Canadian oil and gas
industry. The Waste Management Segment consists of complete waste
facility management (six landfill sites in central Alberta) including waste facility design and
construction services, recycling management and collection
services, and consulting services. The Waste Management Segment
also consists of waste removal and disposal from commercial,
industrial and residential customers. With the Winalta acquisition,
CERF is entering into the wellsite accommodation sector with size
and scale resulting in critical mass in the high growth oilfield
rentals sector in western Canada.
CERF Incorporated trades on the TSXV under the symbol "CFL".
NEITHER 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.
The securities described herein have not been registered
under the U.S. Securities Act of 1933, as amended, or any State
Securities Laws and may not be offered or sold in the United States or to U.S. persons unless an
exemption from registration is available. This news release does
not constitute an offer to sell or a solicitation of an offer to
buy any of the securities described herein in the United States.
Forward-Looking Information
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
statements or information. In particular, this press release
contains forward looking statements and information concerning the
closing of the Arrangement. In respect of such forward-looking
statements and information, CERF has provided such statements and
information in reliance on certain assumptions, including
assumptions as to the anticipated closing of the Arrangement.
Although CERF believes that the assumptions on which such
forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the
forward-looking statements and information because there can be no
assurance that they will prove to be correct.
Since forward-looking statements and information address
future events and uncertainties, by their very nature they involve
inherent risks and uncertainties. Actual results could fifer
materially from those currently anticipated due to a number of
factors and risks. These factors and risks include, but are not
limited to, the risk that Court approval of the Arrangement
will not be received. Readers are cautioned that the foregoing list
of factors is not exhaustive. Additional factors that could affect
CERF are included in the documents filed by CERF with the
applicable securities regulatory authorities and may be accessed
through the SEDAR website at www.sedar.com.
CERF's actual results, performance or achievement could
differ materially from those expressed in, or implied by, these
forward-looking statements and information and, accordingly, no
assurance can be given that any of the events anticipated by the
forward-looking statements and information contained in this press
release will transpire or occur, or if any of them do so, what
benefits may be derived therefrom. The forward-looking
statements and information contained in this press release are made
as of the date hereof and CERF does not undertake any obligation to
update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events,
or results or otherwise, other than as required by applicable
securities laws.
SOURCE Winalta Inc.