RICHMOND, BC, April 18, 2019 /CNW/ - Helijet International Inc.
(TSX-V: HJI) ("Helijet" or the "Corporation") announces that its
board of directors has received a proposal from a Helijet director,
for a going private transaction (the "Transaction"). Insiders and
their extended family and one other extended family currently own
88% of the outstanding common shares of Helijet (the "Helijet
Shares") and will not participate in the Transaction (the "Non
Participating Shareholders"). The Transaction is to be completed on
or before September 16, 2019 (the
"Effective Date") by the purchase of the approximate 12% of
Helijet's outstanding Helijet Shares owned by public shareholders
("Public Shareholders") by one director (the "Purchaser"). The net
effect of the Transaction will be that Helijet will not have any
public shareholders. The Corporation plans to delist from the TSX
Venture Exchange on the Effective Date. The Corporation also plans
to apply to cease being a reporting issuer. Each Public
Shareholder would receive $0.30 (the
"Consideration") in cash for each Helijet Share held immediately
prior to the Transaction becoming effective. Helijet Shares
issued after April 18, 2019,
including any shares issued upon exercise of outstanding Helijet
stock options, are excluded from the Transaction. Helijet
does not have any plans to issue any additional shares at this
time.
Helijet wishes to complete the going private transaction in
order to provide its Public Shareholders with the opportunity to
realize value for their Helijet Shares, having regard to the fact
that the Helijet Shares are thinly traded. The last three
trades were on March 21, 2019 for
5,000 Helijet Shares at a price of $0.17 per Helijet Share, March 12, 2019 for 8,200 Helijet Shares at a
price of $0.21 per Helijet Share, and
February 26, 2019 for 8,000 Helijet
Shares at a price of $0.20 per
Helijet Share. There are currently 15,859,548 voting common
shares of Helijet issued and outstanding. After completion of
the Transaction, the Purchaser and the Non-Participating
Shareholders will hold all of the outstanding voting common
shares. The Transaction is a going-private transaction and is
structured as a Plan of Arrangement under Section 192(1)(f.1) of
the Canada Business Corporations Act, and the Transaction is
subject to court approval. The Transaction is also subject to
shareholder approval by 2/3rds of the voting common shares voted at
a Special Meeting (the "Meeting") of the Corporation to be held
before the end of June, 2019, and by the approval of a majority of
the votes cast by minority shareholders at the Meeting pursuant to
the requirements of Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions
("MI-61-101"). The votes of the Purchaser and
Non-Participating Shareholders will be included in the 2/3rds
corporate approval but not in the approval by the "majority of the
minority" pursuant to MI 61-101. If approved at the Meeting,
Helijet expects the Transaction to be effective on or before
September 16, 2019 (the "Effective
Date").
The Board has received a valuation from chartered business
valuators Evans & Evans, Inc. (the "Valuation") in connection
with the Transaction. On the basis of its review, including
the Valuation which set a range of $0.27 to $0.28 on
the Helijet Shares, the Board has unanimously resolved to recommend
to holders of the Helijet Shares to vote in favor of the
Transaction. Evans & Evans, Inc. also provided the Board
with their oral opinion, subject to completion of a definitive
agreement, that the Consideration was fair, from a financial point
of view, to the Public Shareholders. The Valuation and a
written opinion regarding the fairness, from a financial point of
view, of the Consideration to the Public Shareholders, will be
included in Helijet's management information circular for the
Meeting, a copy of which will be mailed to each Helijet shareholder
and will also be available under Helijet's profile at
www.sedar.com.
The Transaction is subject to the following conditions: (i)
execution of a definitive agreement, (ii) completion of financing
of the purchase price by the Purchaser; (iii) dissent rights not
being exercised with respect to more than 5% of Helijet Shares;
(iv) Non-Participating Shareholders entering into release
agreements with Helijet and the Purchaser; (v) court and Helijet
shareholder approval; and (vi) completion by September 16, 2019.
Helijet does not access the public markets to raise money. The
going private transaction will also eliminate the burden of
continuing as a reporting issuer. Under applicable securities
laws a broad range of regulatory obligations are imposed on
companies, such as Helijet, with public shareholders, including the
provision of quarterly financial statements and information to
shareholders, mandatory solicitation of proxies for annual
meetings, increased insurance costs, transfer agent and stock
exchange fees and compliance cost, and shareholder communication
costs. These regulatory requirements necessitate the
employment of independent accountants, financial consultants,
printers, lawyers and other skilled personnel. Helijet
believes that the present and anticipated time and costs entailed
in meeting the additional disclosure and other regulatory
obligations to which public companies are subject cannot be
justified in view of Helijet's present business strategy, including
it having a limited number of public shareholders.
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.
Caution Regarding Forward-Looking Information Forward-looking
statements - Certain information set forth in this news release may
contain forward-looking statements that involve substantial known
and unknown risks and uncertainties. Forward-looking
statements are often, but not always, identified by words such as
"believes", "may", "likely", "plans", or similar words.
Forward-looking statements included in this news release include
statements with respect to (i) the Corporation's plan to not have
any Public Shareholders; (ii) the Corporation's plan to de-list
from the TSX Venture Exchange; (iii) the Corporation's plan to
apply to cease being a reporting issuer; (iv) expectations
regarding the Consideration to be paid to the Public Shareholders;
and (v) expectations about the Transaction's Effective Date.
These forward-looking statements are subject to numerous risks and
uncertainties, certain of which are beyond the control of the
Corporation, including, but not limited to the impact of general
economic conditions, industry conditions, currency fluctuations,
and dependence upon regulatory approvals. The Transaction is
subject to several conditions including (i) completion of financing
by the Purchaser; (ii) dissent rights not being exercised with
respect to more than 5% of the Helijet Shares; (iii)
Non-Participating Shareholders entering into release agreements
with Helijet and the Purchaser; (iv) court and Helijet shareholder
approval; and (v) completion of the Transaction by September 16, 2019. There is no
guarantee all of these conditions will be satisfied. If any
of the conditions to the Transaction are not satisfied, the
Transaction may not be completed. Readers should not assume that
any or all of the conditions will be met or that the Transaction
will be completed by the target date. Readers are cautioned
that the assumptions used in the preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on the
forward-looking statements. The Corporation does not assume
any obligation to update the forward-looking statements to reflect
changes in assumptions or circumstances other than as required by
applicable law.
SOURCE Helijet International Inc.