Shawcor Ltd. Completes Acquisition of ZCL Composites Inc.
EDMONTON, April 2, 2019 /CNW/ - ZCL Composites Inc. ("ZCL" or the "Company") (TSX:ZCL) is pleased to announce the closing today of the previously announced plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act, involving ZCL, Shawcor Ltd. ("Shawcor") (TSX:SCL) and the holders (the "Shareholders") of common shares of ZCL (the "Common Shares") and holders of options to purchase Common Shares of ZCL (the "Optionholders" and together with the Shareholders, the "Securityholders").
Pursuant to the Arrangement, Shawcor acquired all of the issued and outstanding Common Shares for a purchase price of $10.00 per Common Share payable entirely in cash. Upon the closing of the Arrangement, ZCL and Shawcor intend to amalgamate to continue as Shawcor Ltd. The Arrangement was approved by 99.37% of the votes cast by Securityholders (voting together as a single class) and 99.42% of the Shareholders (voting separately). The Court of Queen's Bench of Alberta issued a final order approving the Arrangement on March 29, 2019.
The Company has submitted an application to the Toronto Stock Exchange ("TSX") to delist the Common Shares and an application will also be made for the Company to cease to be a reporting issuer in the applicable jurisdictions. The Common Shares are expected to be delisted from the TSX effective as of the close of trading on or about April 2, 2019.
To deposit and obtain payment for Common Shares pursuant to the Arrangement, a properly completed and duly executed letter of transmittal, together with the certificate(s) representing Common Shares or direct registration systems advices representing Common Shares and all other required documents, must be received by AST Trust Company (Canada) (the "Depositary") at the address provided in the letter of transmittal that was previously mailed to registered shareholders of ZCL. The letter of transmittal may also be found on the SEDAR website at www.sedar.com under ZCL's profile or by contacting the Depositary. Shareholders will receive the consideration for their Common Shares as soon as practicable after the Arrangement is completed, provided they have sent all of the necessary documentation to the Depositary.
Advisory Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward looking statements are often identified by words such as "may", "will", "should", "could", "anticipate", "believe", "expect", "intend", "plan", "potential", "continue" and similar expressions. In respect of the forward-looking statements relating to the expected amalgamation of ZCL and Shawcor, the expected delisting of the Common Shares, the application by ZCL to cease to be a reporting issuer under applicable Canadian securities laws and other statements that are not historical, ZCL has provided such in reliance on certain assumptions that it believes are reasonable at this time.
The forward?looking statements in this press release speak only as of the date hereof. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on the Company's behalf, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. The forward?looking statements contained in this press release are expressly qualified by this cautionary statement.
SOURCE ZCL Composites Inc.
