BURNABY, BC, Jan. 12, 2017 /CNW/ - IWG Technologies Inc.
("IWG" or the "Company") is pleased to announce that
IWG received the approval of its shareholders at the special
meeting (the "Meeting") held today to consider the
previously announced acquisition of IWG by 1096777 B.C. Ltd. (the
"Purchaser") by way of a plan of arrangement (the
"Arrangement") under the Business Corporations Act
(British Columbia).
IWG will be seeking a final order of the British Columbia
Supreme Court to approve the Arrangement. The final order is
expected to be granted on or about Tuesday,
January 17, 2017 (or such later date as may be agreed upon
by IWG and the Purchaser). Completion of the Arrangement is
subject to the satisfaction of certain other closing conditions
customary of a transaction of this nature. Under the terms of the
Arrangement, the Purchaser will acquire all of the issued and
outstanding common shares of IWG (each an "IWG Share") for
consideration of $0.43 in cash per
IWG Share. It is further anticipated that shortly after the
completion of the Arrangement, IWG's common shares will be delisted
from the TSX Venture Exchange and that applications will be filed
for IWG to cease to be a reporting issuer under Canadian securities
laws.
82.0% of the votes cast by IWG shareholders at the Meeting were
voted in favour of the special resolution approving the Arrangement
(81.7% after excluding the votes required to be excluded pursuant
to Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions for the purposes of
determining minority approval for the Arrangement).
Details of the Arrangement and certain other matters are set out
in the management information circular of IWG dated December 15, 2016 (the "Information
Circular"). A copy of the Information Circular and other
meeting materials can be found on the SEDAR website at
www.sedar.com.
ABOUT IWG
IWG Technologies Inc. is the public holding company for
International Water-Guard Industries Inc., a Canadian aerospace
company focused on aircraft potable water treatment, water systems,
water heaters and components. IWG has expertise in all aspects of
water treatment, has the products and know-how to provide high
quality water for passengers and crew, and lightweight,
space-saving solutions for the aircraft operator.
On behalf of the Board of Directors
IWG Technologies Inc.
"Bruce W. Gowan"
Chair of the Board
The TSX Venture Exchange has neither approved nor disapproved
of the contents of this press release. 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 press
release.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This news release includes certain "Forward-Looking
Statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and "forward-looking
information" under applicable Canadian securities laws. When used
in this news release, the words "anticipate", "believe",
"estimate", "expect", "target", "plan", "forecast", "may",
"schedule" and similar words or expressions, identify
forward-looking statements or information. These forward-looking
statements or information relate to, among other things: the
timing and receipt of required court approvals for the Arrangement;
the ability of IWG and the Purchaser to satisfy the other
conditions to, and to complete, the Arrangement; and the
anticipated timing of the closing of the Arrangement.
These statements reflect the Company's current views with
respect to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by the
Company, are inherently subject to significant uncertainties and
contingencies. Many factors, both known and unknown could cause
actual results, performance or achievements to be materially
different from the results, performance or achievements that are or
may be expressed or implied by such forward-looking statements or
information and the Company has made assumptions and estimates
based on or related to many of these factors. Such factors include,
without limitation: the satisfaction or waiver of all
applicable conditions to closing of the Arrangement including,
without limitation, receipt of all necessary court and regulatory
approvals or consents. In respect of the forward-looking statements
and information concerning the anticipated completion of the
proposed Arrangement and the anticipated timing for completion of
the Arrangement, the Company has made certain assumptions that
management believes are reasonable at this time. These dates may
change for a number of reasons, including inability to secure
necessary court and regulatory approvals in the time anticipated or
the need for additional time to satisfy the other conditions to the
completion of the Arrangement. Accordingly, readers should not
place undue reliance on the forward-looking statements and
information contained in this news release concerning these
times.
Readers are cautioned against attributing undue certainty to
forward-looking statements or information. Although IWG has
attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be anticipated, estimated or intended. The Company
does not intend, and does not assume any obligation, to update
these forward-looking statements or information to reflect changes
in assumptions or changes in circumstances or any other events
affecting such statements or information, other than as required by
applicable law.
SOURCE IWG Technologies Inc.