Compliance Notice Regarding Idle Factory In China Received
Special Meeting Circular
TORONTO,
April 3, 2014 /CNW/ - McVicar
Industries Inc. ("McVicar") (TSXV symbol MCV) announces
today that it has now mailed a Management Information Circular with
respect to its previously announced special meeting of shareholders
to be held on Tuesday, April
29th, 2014 (the "Meeting").
Shareholders are being asked at the Meeting to consider and, if
deemed appropriate, to pass a special resolution approving the
proposed amalgamation (the "Amalgamation") of McVicar with
1909734 Ontario Limited, a wholly owned subsidiary of GC Consulting
& Investment Corp. ("GCCI"), a corporation controlled by
Dr. Gang Chai, McVicar's chief executive officer, to form a new
corporation ("Amalco") to be named McVicar Industries Inc.
which will be a wholly owned subsidiary of GCCI.
As previously disclosed, upon completion of the Amalgamation, if
approved, each outstanding McVicar common share (other than those
held by shareholders who exercise their dissent and appraisal
rights under s. 185 of the Business Corporations Act
(Ontario) and by GCCI which will
be cancelled) will be exchanged for one redeemable preferred share
of Amalco, which will be redeemed by Amalco for cash consideration
of $0.50 per preferred share as soon
as possible following the Amalgamation. All of the issued
shares of Subco (currently held by GCCI) will be exchanged for
shares of Amalco. Consequently, completion of the
Amalgamation will result in such shareholders effectively receiving
a cash consideration of $0.50 per
McVicar share and GCCI having effectively acquired 100% of the
issued shares of McVicar.
The Circular contains, among other things, a summary of the
formal valuation and fairness opinion (the "Valuation")
dated March 27, 2014 prepared by
Evans & Evans, Inc. of Vancouver. The Valuation has been
prepared under the supervision of a special committee (the
"Special Committee") the board of directors of McVicar
consisting of D. James Misener and
Colin Digout, both of whom are
independent of GCCI, and in accordance with Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions of the Canadian Securities Administrators and
under the supervision of the Special Committee of the McVicar
Board.
Evans & Evans Inc. concluded in the Valuation that the fair
market value of McVicar common shares is within a range of
$0.70 to $0.76 per share and as a
result the value of the consideration to be received by
shareholders on completion of the Amalgamation was not fair from a
financial point of view. However, although it did not make a
recommendation to shareholders, the Special Committee noted that
there were several qualitative factors which shareholders may
consider in making their decision whether to support the
Amalgamation. These factors include:
- Completion of the Amalgamation provides shareholders with the
opportunity to monetize their investment in McVicar Shares at an
attractive premium to the prevailing market free of broker
commissions and fees
- The $0.50 cash per McVicar Share to be received by shareholders
represents a premium of more than 126.2% over the average closing
price of McVicar Shares for the 30 days prior to the announcement
of the Amalgamation;
- Shareholders may not be able to realize a higher price through
sales in the open market due to of the prevailing low trading price
and volumes for McVicar; and
- McVicar Shares have not closed at or above $0.50 on the TSXV since April 17, 2012.
Under applicable corporate law the Amalgamation must be approved
by a special resolution passed by a majority of at least two-thirds
of the votes cast at a meeting of the shareholders of
McVicar. The Amalgamation is also subject to the minority
approval provisions of MI61-101 which require that the Amalgamation
be approved by a simple majority of the votes cast at the special
shareholders' meeting excluding the votes attached to shares held
by GCCI, certain related parties (as such term is defined in MI
61-101) of GCCI any joint actor with GCCI.
The Valuation is now available for viewing on the Corporation's
website www.mcvicar.ca and on SEDAR at www.sedar.com. Copies
of the Valuation are available for inspection during business hours
at the executive offices of the Corporation at Unit 25, 11 Progress
Avenue, Toronto, Ontario, Canada,
M1P 4S7, tel: 416 366-7420 and a copy will be sent to any
shareholder upon request and without charge.
Factory Compliance Notice
McVicar further announces that it has received a notice from
local authorities in Anhui, China
concerning a property held by McVicar`s indirect subsidiary, Anhui
Linghua Chemical Co. Ltd. The subject property is not in
operations and the notice requests that McVicar consult with the
authorities for the property or face sanctions.
About McVicar
McVicar Industries Inc., headquartered in Toronto, Canada, is focused on investments and
acquisitions of businesses in China. At present, McVicar has operations in
electronic components in several operations in China.
This news release contains forward-looking information which is
not comprised of historical facts. Forward-looking information
involves risks, uncertainties and other factors that could cause
actual events, results, performance, prospects and opportunities to
differ materially from those expressed or implied by such
forward-looking information. The words "may", "will", "could",
"should", "would", "believe", "plan", "anticipate", "estimate",
"expect", "intend", and "objective" (or the negatives thereof), and
words and expressions of similar import, are intended to identify
forward-looking information, which may include statements made in
this news release regarding the Amalgamation, shareholder and
regulatory approvals, and McVicar's plans following completion of
the Amalgamation. Factors that could cause actual results to differ
materially from such forward-looking information include, but are
not limited to, inability to obtain shareholder and/or regulatory
approval of the Amalgamation, the Amalgamation not being completed
for any other reason, and receipt by the Special Committee of an
unfavourable formal valuation and/or fairness opinion. McVicar
believes that the assumptions and factors used in preparing the
forward-looking information in this news release are reasonable,
for example, that McVicar will obtain all necessary approvals for
the Amalgamation, the Merger Agreement will not be terminated, and
the Amalgamation will be completed as currently contemplated.
Nevertheless, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. McVicar disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by applicable securities
laws.
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.
SOURCE McVicar Industries Inc.