CALGARY, Aug. 1, 2013 /CNW/ - Middlefield Group is pleased to announce
that, further to the press release dated June 24, 2013, Uranium Focused
Energy Fund ("Uranium") will be merging with MBN Corporation ("MBN") on
or about August 28, 2013 (the date of completion being the "Effective
Date"), subject to satisfying all regulatory requirements and customary
closing conditions. MBN will be the continuing entity pursuant to the
merger. The merger is expected to provide investors with the
opportunity to hold shares of an investment company that offers a
larger market capitalization, increased trading liquidity and lower
operating costs on a per share basis. All costs and expenses associated with the merger will be borne by the
manager, Middlefield Limited.
The merger will be effected at an exchange ratio calculated as the net
asset value per unit of Uranium divided by the net asset value per
equity share of MBN ("Equity Share"), determined as at the close of
trading on the Toronto Stock Exchange (the "TSX") on the business day
immediately prior to the Effective Date. Pursuant to the merger, MBN
will acquire the assets and assume the liabilities of Uranium and will
issue Equity Shares to Uranium in satisfaction of the purchase price
for all of the property of Uranium. The merger will not be effected on a tax-deferred roll-over basis and,
accordingly, any gain or loss on the transfer of units of Uranium to
MBN will result in the transferring unitholder being subject to tax on
such gain or realizing such loss. The redemption price for Uranium is
$2.07 per unit and will be paid out on August 22, 2013. Uranium will
continue to trade on the TSX under the symbol "UF.UN" until August 27,
2013, the business day immediately prior to the Effective Date.
Information Regarding MBN
MBN (formerly named Middlefield Tactical Energy Corporation and, prior
to that name, OilSands Canada Corporation) is a corporation
incorporated under the laws of Ontario by articles of incorporation
dated June 1, 2007 and which subsequently continued under the laws of
Alberta on March 19, 2010. MBN changed its name to its current name
effective February 23, 2012. Middlefield Limited, the manager of
Uranium, also is the manager of MBN. Similarly, the investment advisor
of MBN is Middlefield Capital Corporation, which also is the investment
advisor of Uranium.
Investment Strategy
MBN's principal objective is to create long-term value through the
implementation of a dual track strategy. The first track is to grow
MBN's assets under management by merging with other investment funds in
order to reduce per share administrative expenses and increase
shareholder liquidity. The second track is to pursue opportunities
within the broader financial services sector to acquire investment
management companies and/or establish such companies working with
proven investment managers. The latter strategy leverages upon
Middlefield's considerable track record as a manager within the
investment funds space. MBN is not currently subject to any investment
restrictions.
Redemptions and Retractions
The Equity Shares of MBN do not have any monthly or annual redemption or
retraction rights attached to them. MBN in its sole discretion may from time to time repurchase Equity
Shares which a holder of Equity Shares may wish to sell, on such dates
(any such date being a "Retraction Date"), in such amounts, at such
price and upon such advance notice by press release as the board of
directors of MBN may determine from time to time. MBN has not set any
Retraction Dates. In the event the board of directors of MBN sets a
Retraction Date, a holder of Equity Shares who properly surrenders one
or more Equity Shares for repurchase on such Retraction Date will
receive such proceeds per Equity Share as the board of directors of MBN
may determine from time to time or calculated in such manner as the
board of MBN may determine appropriate from time to time, provided,
however, that the retraction proceeds per Equity Share shall be lower
than the net asset value per Equity Share as of the applicable
Retraction Date.
Share Capital
Holders of Uranium units will receive Equity Shares of MBN pursuant to
the merger. MBN is authorized to issue an unlimited number of Equity
Shares, each of which entitles the holder thereof to one vote at any
meeting of shareholders of MBN for which Equity Shares are entitled to
vote. Except as required by applicable law, holders of Equity Shares are not
entitled to receive notice of, to attend or to vote at any meeting of
the shareholders of MBN.
MBN also is authorized to issue an unlimited number of shares designated
as Class M Shares, of which 100 are outstanding. The holders of Class
M Shares are entitled to one vote per share. For so long as shares of
any class of shares of MBN other than Class M Shares remain issued and
outstanding, the holders of Class M Shares are not entitled to receive
any dividends on Class M Shares. Class M Shares are redeemable at the
option of either MBN or a holder thereof at a price of $1.00 per share.
Class M Shares rank subsequent to the Equity Shares with respect to
distributions on the dissolution, liquidation or winding-up of MBN. A
trust established for the benefit of the holders from time to time of
the Equity Shares owns all of the currently outstanding Class M Shares.
Dividends
MBN currently does not pay a dividend and the payment of any dividends in the future by MBN will be determined
in the sole discretion of MBN's board of directors.
Certain Additional Powers of the Board of MBN
MBN directors have the power, in their discretion: (i) to return capital
of MBN to holders of Equity Shares in such manner as the board of
directors may determine to be appropriate including, without
limitation, by way of declaring a dividend or other distribution out of
the capital of MBN and/or undertaking an issuer bid for Equity Shares;
(ii) to merge, amalgamate or combine with one or more other investment
funds from time to time, and to issue Equity Shares in connection
therewith; (iii) to start up or acquire one or more operating
businesses involved in the financial services industry and to issue
Equity Shares in connection therewith and, in connection with the
foregoing to do all things necessary or desirable in order to cease
being treated as an investment fund for securities law purposes; and
(iv) to amend the articles and the by-laws of MBN and/or any agreements
to which MBN is a party to the extent the board of directors determines
necessary or desirable in connection with any of the foregoing.
Equity Shares of MBN trade under the symbol "MBN" on the TSX.
Certain statements in this press release may be viewed as
forward-looking statements. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans,
intentions, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
"expects", "is expected", "anticipates", "plans", "estimates" or
"intends" (or negative or grammatical variations thereof), or stating
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved) are not statements of
historical fact and may be forward-looking statements. Statements which
may constitute forward-looking statements relate to: the proposed
timing of the merger between Uranium and MBN and expected completion
thereof; the expected benefits of the merger; the funds that are
proposed to be merged; the payment of dividends on the Equity Shares;
and the retraction of Equity Shares by MBN. Forward-looking statements
are subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the
forward-looking statements including as a result of changes in the
general economic and political environment, changes in applicable
legislation, and the performance of each fund. Actual events or results
may differ materially from such forward-looking statements as a result
of risks facing one or both of the funds, most of which are beyond the
control of the funds. There are no assurances the funds can fulfill
such forward-looking statements and the funds do not undertake any
obligation to update such statements.
SOURCE: Uranium Focused Energy Fund
