Nevaro Capital Corporation Announces Shareholder Approval of Plan of Arrangement
22 Dicembre 2009 - 10:15PM
Marketwired
Nevaro Capital Corporation ("Nevaro") (TSX VENTURE: NVO) is pleased
to announce that at a special meeting of the common shareholders of
Nevaro (the "Nevaro Shareholders"), the Nevaro Shareholders
approved the reorganization of the business of Nevaro pursuant to a
plan of arrangement (the "Arrangement") under section 192 of the
Canada Business Corporations Act. The Arrangement involves Nevaro,
Canadian Energy Services L.P. ("CES"), the holders of Class A
common limited partnership units (the "Class A Units") of CES (the
"CES Unitholders"), the Nevaro Shareholders and certain other
parties.
The Arrangement was also approved by CES Unitholders at the CES
special meeting held on December 22, 2009.
Pursuant to the Arrangement, the assets and liabilities of
Nevaro, along with approximately $2.8 million in consideration from
CES, will be transferred to 7280157 Canada Ltd. ("New Nevaro")
which will carry on Nevaro's existing business and be owned by the
current shareholders of Nevaro. Nevaro Shareholders will receive
one common share of New Nevaro for each common share of Nevaro
held. New Nevaro will not be listed on a stock exchange but will
remain a reporting issuer in British Columbia, Alberta, Manitoba
and Ontario. In addition, the Class A Units and the shares of
Canadian Energy Services Inc., the general partner of CES, will be
transferred to Nevaro, which will carry on the existing businesses
of CES under the name "Canadian Energy Services & Technology
Corp.". CES Unitholders will receive one common share of Nevaro for
each Class A Unit held. The Arrangement is expected to become
effective on January 1, 2010.
Complete details of the terms of the Arrangement are set out in
the joint information circular and proxy statement that was filed
under Nevaro's profile on SEDAR on November 27, 2009.
(www.sedar.com)
Vince Sorace
President, Nevaro Capital Corporation
Forward Looking Information
This press release contains certain forward-looking statements
and forward-looking information ("forward-looking information")
within the meaning of applicable Canadian securities laws.
Forward-looking information is often, but not always, identified by
the use of words such as "anticipate", "believe", "plan", "intend",
"objective", "continuous", "ongoing", "estimate", "expect", "may",
"will", "project", "should" or similar words suggesting future
outcomes. In particular, this press release includes
forward-looking information relating to completion of the
Arrangement and the receipt of any required approval, or the
anticipated benefits of the Arrangement. Nevaro believes the
expectations reflected in such forward-looking information are
reasonable but no assurance can be given that these expectations
will prove to be correct and such forward-looking information
should not be unduly relied upon.
Forward-looking information is based on various assumptions.
Those assumptions are based on information currently available to
Nevaro, including information obtained from third party industry
analysts and other third party sources and include the historic
performance of the Nevaro business, current circumstances and
economic trends, completion of the Arrangement and utilization of
the tax basis, currency, exchange and interest rates, trading data
and cost estimates. You are cautioned that the preceding list of
assumptions is not exhaustive.
Forward-looking information is not a guarantee of future
performance and involves a number of risks and uncertainties some
of which are described herein. Such forward-looking information
necessarily involves known and unknown risks and uncertainties,
which may cause Nevaro's actual performance and financial results
in future periods to differ materially from any projections of
future performance or results expressed or implied by such
forward-looking information. These risks and uncertainties include
but are not limited to the risks identified in Nevaro's Information
Circular for the year ended December 31, 2008 and in Nevaro's
Management's Discussion and Analysis for the year ended December
31, 2008. Any forward-looking information is made as of the date
hereof and, except as required by law, Nevaro assumes no obligation
to publicly update or revise such information to reflect new
information, subsequent or otherwise.
Neither 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.
Contacts: Nevaro Capital Corporation Vince Sorace President
604-647-6613 (FAX)
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