Sunora Foods completes going-private transaction Sunora Foods completes going-private transaction
2022-02-07 14:07 ET - News Release
Mr. Steve Bank reports
SUNORA COMPLETES GOING PRIVATE TRANSACTION
Sunora Foods Inc. has completed its previously announced going-private transaction, pursuant to which 2326230 Alberta Ltd. acquired all of the outstanding common shares of the corporation from participating shareholders, pursuant to a statutory plan of arrangement and the terms of an arrangement agreement between the corporation and the purchaser dated Oct. 22, 2021.
The arrangement was completed following the approval of the Court of Queen's Bench of Alberta on Dec. 7, 2021, and the satisfaction of various conditions precedent to the arrangement. The purchaser acquired 35,294,117 common shares, representing 87.12 per cent of the outstanding common shares, at a price of 17 cents per common share, for an aggregate of $6-million. Payment to shareholders of the cash consideration, being 17 cents per common share held, will be made by the depositary, TSX Trust Company.
The purchaser acquired the remaining balance of 5,221,215 common shares, representing 12.88 per cent of the outstanding common shares, held by the corporation's two major shareholders (as defined in the information circular of the corporation dated Nov. 2, 2021) in exchange for $887,606 worth of Series I preferred shares from the purchaser. The redemption amount shall be paid in full by the corporation to the major shareholders on the date that is five years from the closing date of the arrangement. The Series I preferred shares shall be non-voting and be a secured subordinated obligation of the purchaser secured by a general security agreement over all assets of the purchaser and the corporation (postclosing). As additional security for payment of the redemption amount, the purchaser has also provided corporate and personal guarantees to the major shareholders. The holders of the Series 1 preferred shares shall be entitled to receive a deferred dividend per annum equal to 5 per cent of the redemption amount, payable quarterly on a pro rata basis to the major shareholders. Payment of the deferred dividends shall commence on the date that is two years from the closing date.
Registered shareholders of common shares are required to complete and sign the letter of transmittal that was previously mailed to shareholders and deliver it to the depositary, together with any share certificates they may hold and the other required documents. Shareholders who hold their common shares through a broker or other intermediary may contact that broker or other intermediary for instructions and assistance in receiving the consideration for their respective common shares. Further information concerning these processes is outlined in the corporation's management information circular dated Nov. 2, 2021, a copy of which is available, along with the letter of transmittal, under the corporation's SEDAR profile.
In connection with the completion of the arrangement, the corporation has applied to have the common shares of the corporation delisted from the TSX Venture Exchange and expects that the common shares will be delisted effective at the close of business on or about Feb. 10, 2022. The corporation will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
We seek Safe Harbor.