Aeroquest International and Optimal Geomatics to JJul 29, 2009 20:53 ET
Aeroquest International and Optimal Geomatics to Join Forces to Create a Leading Geoscience Survey and Remote Sensing Company
The combination will enhance operational efficiencies, lower overheads, and position the companies to share assets and technologies.
MISSISSAUGA, ONTARIO--(Marketwire - July 29, 2009) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Attention business/financial editors and reporters:
Aeroquest International Limited (TSX:AQL) and Optimal Geomatics Inc. (TSX VENTURE:OPG) announce that they have entered into an Arrangement Agreement whereby Optimal will join the Aeroquest International Group of Companies.
Under the terms of the Arrangement Agreement between Aeroquest and Optimal, the proposed transaction will be effected by way of a Plan of Arrangement completed under the Canada Business Corporations Act. Optimal shareholders will receive 1 common share of Aeroquest for each 21 common shares of Optimal owned, and will result in Aeroquest issuing approximately 3.0 million common shares to Optimal shareholders. Based on today's closing price for Aeroquest common shares of $0.43, the exchange ratio represents a 105% premium for the Optimal Shares and an approximate 86% premium on the 30-day weighted-average trading price for the common shares of both companies.
The transaction will be beneficial for the shareholders of both companies, with reduced overhead expenses and increased operational efficiencies. Optimal and Aeroquest will immediately eliminate the public company costs for Optimal and will be able to optimize aircraft fleet utilization in the future. The companies also see areas of opportunity to combine technologies and to cross-sell products and services.
Completion of the transaction is conditional on the approval of Optimal shareholders and satisfaction of other customary conditions including stock exchange and court approvals. The required shareholder approval will be two thirds of the votes cast by holders of common shares at a meeting of Optimal shareholders held to consider the proposed transaction. The Optimal shareholders meeting, to approve the Arrangement, will be held in the middle of September. Both Boards of Directors have determined that the proposed transaction is in the best interest of their respective companies and the Board of Directors of Optimal has unanimously recommended that Optimal shareholders vote in favour of the Arrangement.
Both companies anticipate that the transaction will be completed before the end of September, 2009. Aeroquest has entered into agreements with management and the directors of Optimal and Optimal's largest shareholder, Patonhill Investments Limited, whereby each of these parties have agreed to vote their securities in favour of the Plan of Arrangement.
It is expected that an Information Circular will be sent to the shareholders of Optimal in early August. The Arrangement has been structured to allow Optimal shareholders to receive common shares of Aeroquest on a tax-deferred basis for Canadian income tax purposes. The Arrangement Agreement provides that Optimal is subject to non-solicitation provisions and for the payment of a termination fee of $250,000 in the event that the transaction is not completed for certain reasons other than, among other things, shareholder and regulatory approval.
"We will be pleased to welcome Optimal Geomatics into the Aeroquest Group of Companies," said Roy Graydon, Aeroquest's President & CEO; "Optimal has a long history, a strong presence in its markets, and a culture that is very complementary to ours."
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