I am holding 1.4 % of outstanding shares. It pays to be patient. I must say .50 cents
is a bargain for Dr.Gang Chai.This liquidity event was exactly what I was waiting for.
Sensed something was up when Scotia kept liquidating their position last year.
Dr. Gang Chai reports
MCVICAR INDUSTRIES INC. ENTERS INTO MERGER AGREEMENT WITH PRINCIPAL SHAREHOLDER
McVicar Industries Inc. has entered into a conditional merger agreement with GC Consulting & Investment Corp. (GCCI), a corporation controlled by Dr. Gang Chai, McVicar's chief executive officer, pursuant to which McVicar has agreed, subject to regulatory and shareholder approval, to amalgamate under Section 174 of the Business Corporations Act (Ontario) with 1909734 Ontario Ltd., a wholly owned subsidiary of GCCI (Subco), to form a new corporation (Amalco) to be named McVicar Industries Inc., which will be a wholly owned subsidiary of GCCI.
On the amalgamation, each outstanding McVicar common share, other than those held by shareholders who exercise their dissent and appraisal rights under Section 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 50 cents 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 GCCI having effectively acquired 100 per cent of the issued shares of McVicar.
GCCI owns or exercises control over a total of 3,713,593 common shares of McVicar, amounting to approximately 12.9 per cent of its issued common shares. Accordingly, GCCI is a related party to McVicar, and the amalgamation will constitute a business combination under the terms of Multilateral Instrument 61-101. Protection of Minority Securityholders in Special Transactions, of the Canadian securities administrators and will be subject to TSX Venture Exchange Policy 5.9, which incorporates the provisions of MI 61-101 by reference.
As a result, the board of directors of McVicar have formed a special committee consisting of D. James Misener and Colin Digout, both of whom are independent of GCCI, with the mandate to review the terms and conditions of the amalgamation, to form an opinion as to the fairness, from a financial point of view, of the amalgamation to shareholders of McVicar, and to make a recommendation to the board of directors and to the shareholders as to fairness of the valuation and proposed amalgamation. In this regard and pursuant to the recommendation of the special committee, independent investment banking firm Evans & Evans Inc. of Vancouver has been engaged to prepare a formal valuation of McVicar in accordance with the provisions of MI 61-101 and an opinion as to the fairness, from a financial point of view, of the amalgamation to the shareholders of McVicar.
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 MI 61-101, which require that the amalgamation be approved by a simple majority of the votes cast at the special shareholder 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.
To this end, a special meeting of shareholders of McVicar has been called for Monday, March 31, 2014. An information circular including the requisite disclosure concerning the amalgamation will be mailed to shareholders as soon as possible. Additional details respecting the amalgamation will also be provided in future press releases as appropriate.
Under the merger agreement, completion of the amalgamation is subject to certain conditions, including completion of the formal valuation and fairness opinion under the supervision of the special committee such that the special committee can make a favourable recommendation as to approval of the amalgamation to the board of directors and shareholders of McVicar; the requirement for GCCI to provide sufficient financing to Subco such that Amalco can pay the cost of redeeming the Amalco preferred shares issued to shareholders of McVicar; GCCI being satisfied, in its discretion, that any exercise of dissent rights by holders of McVicar shares shall not adversely affect the completion of the amalgamation or the financial position of Amalco following completion of the Amalgamation; and receipt of all necessary regulatory and shareholder approval.
Following the completion of the amalgamation, which is expected to occur on or about April 1, 2014, McVicar will cease to meet the continuing listing requirements of the TSX-V and will be delisted. In addition, GCCI will take all necessary steps to cause McVicar to cease to be a reporting issuer (or equivalent) in all provinces of Canada in which the corporation is currently a reporting issuer (or equivalent).
We seek Safe Harbor.