HALIFAX,
NS, Aug. 30, 2024 /CNW/ - Chorus Aviation Inc.
(TSX: CHR) ("Chorus") today announced that it has filed
its management proxy circular (the "circular") in connection
with its upcoming special meeting (the "Meeting") of holders
of Class A Variable Voting Shares and Class B Voting Shares (the
"Common Shares", and the holders thereof
"Shareholders"). The circular is available under Chorus'
profile on the System for Electronic Data Analysis and Retrieval +
(SEDAR+) at www.sedarplus.com.
DETAILS OF THE MEETING
The Meeting will take place on September
25, 2024 at 11:00 a.m. (Eastern time) in
virtual only format. Shareholders of record as of the close of
business on August 16, 2024 are entitled to receive
notice of, to participate in and to vote their Common Shares at the
Meeting. Details of the Meeting and how Shareholders or their duly
appointed proxyholders can attend and participate in the Meeting
are set out in the circular.
THE TRANSACTION
The Meeting is being held to seek Shareholders' approval of the
sale of all of the assets in Chorus' Regional Aircraft Leasing
("RAL") segment to affiliates of investment funds managed by
HPS Investment Partners, LLC (the "Transaction"), as
previously announced on July 30,
2024. The RAL segment includes Falko Regional Aircraft
Limited, Falko (Ireland) Limited
and their respective affiliates in the RAL segment (the "Falko
Group"), together with the aircraft in the RAL segment and
Chorus' interests in the aircraft investment funds which are
managed by the Falko Group.
Chorus' board of directors (the "Board") has unanimously
determined that the Transaction is in the best interest of Chorus
and unanimously recommends that Shareholders vote IN FAVOUR
of the resolution relating to the Transaction by voting
'FOR'. A description of the factors considered by the Board
is located under the heading "The Transaction – Reasons for the
Recommendation" in the circular.
Each of BSI Dragonfly Holdings LP, which is an affiliate of
Brookfield Asset Management, and Air Canada, and each member of the
Board (collectively holding, directly or indirectly, or exercising
control or direction over, an aggregate of 41,377,027 shares, which
represented approximately 21.7% of the issued and outstanding
shares, in each case, as of the record date of August 16, 2024) has entered into a voting
agreement pursuant to which such security holder, in accordance
with, and subject to, the terms of their respective voting
agreement, agreed to vote the Common Shares which they beneficially
own or over which voting control or direction is exercised in
favour of the resolution relating to the Transaction at the
Meeting.
The Transaction is subject to the approval of at least two
thirds (66 2/3%) of the votes cast by Shareholders at the
Meeting.
Shareholders are encouraged to carefully review the circular,
which is available on Chorus' website (www.chorusaviation.com)
under "Investors – Reports" and under Chorus' profile on SEDAR+ at
www.sedarplus.ca.
QUESTIONS
If you have any questions about the information contained in the
circular in connection with the Meeting, please contact Kingsdale
Advisors, Chorus' strategic shareholder advisor and proxy
solicitation agent, by telephone at 1-866-581-1024 (toll-free in
North America) or 1-437-561-5032
(text and call enabled outside North
America), or by email at
contactus@kingsdaleadvisors.com.
Forward-Looking Information
This news release includes forward-looking information and
statements within the meaning of applicable securities laws
(collectively, "forward-looking information").
Forward-looking information is identified by the use of terms and
phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "potential", "predict",
"project", "will", "would", and similar terms and phrases,
including negative versions thereof. All information and statements
other than statements of historical fact are forward-looking and by
their nature, are based on various underlying assumptions and
expectations and are subject to known and unknown risks,
uncertainties and other factors that may cause actual future
results, performance or achievements to differ materially from
those indicated in the forward-looking information. As a result,
there can be no assurance that the forward-looking information
included in this news release will prove to be accurate or
correct.
Examples of forward-looking information in this news release
include statements and expectations regarding the Transaction,
including the anticipated benefits that would result from the
Transaction. Actual results may differ materially from those
anticipated in forward-looking information for a number of reasons,
including: whether Shareholders approve the Transaction; whether
all conditions precedent, including all necessary regulatory
approvals, to the Transaction are satisfied; Chorus' ability to
realize the anticipated benefits of the Transaction, including the
implementation of any capital return program for Shareholders; the
anticipated net proceeds from the Transaction; the anticipated use
of proceeds from the Transaction; the potential impact of the
announcement or completion of the Transaction on relationships,
including with employees, suppliers, customers, investors and other
providers of capital; changes in the aviation industry and general
economic conditions; the emergence of disputes under the capacity
purchase agreement between Chorus' subsidiary, Jazz Aviation LP,
and Air Canada; a deterioration in Air Canada's financial
condition; any default by Chorus under debt covenants; asset
impairments; changes in law; and the risk factors in Chorus' most
recent Annual Information Form and in Chorus' public disclosure
record available under its profile on SEDAR+ at
www.sedarplus.ca.
The forward-looking information contained in this news release
represents Chorus' expectations as of the date of this news release
(or as of the date they are otherwise stated to be made) and is
subject to change after such date. Chorus disclaims any intention
or obligation to update or revise any forward-looking information
as a result of new information, subsequent events or otherwise,
except as required by applicable securities laws. Readers are
cautioned that the foregoing factors and risks are not
exhaustive.
About Chorus Aviation Inc.
Chorus is a global aviation
solutions provider and asset manager, focused on regional aviation.
Our current principal subsidiaries are: Falko Regional Aircraft,
the leading pure play regional aircraft asset manager and lessor,
managing investments on behalf of third-party fund investors; Jazz
Aviation, the largest regional operator in Canada and provider of regional air services
under the Air Canada Express brand; Voyageur Aviation, a leading
provider of specialty charter, aircraft modifications, parts
provisioning and in-service support services; and Cygnet Aviation
Academy, an industry leading accredited training academy preparing
pilots for direct entry into airlines. Together, Chorus'
subsidiaries provide services that encompass every stage of a
regional aircraft's lifecycle, including: aircraft acquisition and
leasing; aircraft refurbishment, engineering, modification,
repurposing and transition; contract flying; aircraft and component
maintenance, disassembly, and parts provisioning; and pilot
training.
Chorus Class A Variable Voting Shares and Class B Voting Shares
trade on the Toronto Stock Exchange under the trading symbol 'CHR'.
Chorus 5.75% Senior Unsecured Debentures due December 31, 2024, 6.00% Convertible Senior
Unsecured Debentures due June 30,
2026, and 5.75% Senior Unsecured Debentures due June 30, 2027 trade on the Toronto Stock Exchange
under the trading symbols 'CHR.DB.A', 'CHR.DB.B', and 'CHR.DB.C'
respectively. For further information on Chorus, please visit
www.chorusaviation.com.
SOURCE Chorus Aviation Inc.