TORONTO, ONTARIO--(Marketwired - Oct. 24, 2016) - Discovery Air Inc. ("Discovery Air" or the
"Company") (TSX:DA.A), announced that it has filed its Management Information Circular (the
"Circular") related to its previously announced agreement to sell its fire services business (the "DAFS
Disposition") operated by its wholly-owned subsidiary, Discovery Air Fire Services Inc. ("DAFS"). A
special meeting of shareholders (the "Meeting") of the Company is scheduled for Tuesday, November 15, 2016, at
10:00 a.m. (Eastern time) at the Company's head office at 170 Attwell Drive, Suite 370, Toronto, Ontario, M9W 5Z5.
The special independent committee of the board of directors of the Company formed in connection with the DAFS Disposition and
all non-interested members of the board of directors of the Company unanimously recommend that Company shareholders vote
FOR the transaction resolution approving the DAFS Disposition for the reasons set out in
the Circular including, but not limited to:
The consideration to be received by the Company for the DAFS Disposition is fair, from a financial point of view, to
the Company and its minority shareholders, based on a third party fairness opinion and is within the formal valuation
range.
- The Company received a formal valuation and fairness opinion from Capital Canada Limited ("Capital
Canada") dated September 7, 2016 (the "Formal Valuation and Fairness Opinion"), that the
consideration to be received by the Company pursuant to the DAFS Disposition (the "Consideration") is
fair, from a financial point of view, to the Company and its minority shareholders. The Consideration is also within
the valuation range established by such Formal Valuation and Fairness Opinion.
Proceeds from the DAFS Disposition will allow the Company to pay-down debt and to focus on its remaining
businesses.
- Following the DAFS Disposition, the Company will benefit from a reduction in indebtedness and an increased ability to focus
on, and allocate resources to, its remaining businesses.
The low likelihood of alternative transactions being available.
- The sale process previously undertaken by the Company in respect of DAFS, and the unsuccessful results of such process, led
to the conclusion that there was a low likelihood of alternative transactions being available to the Company on acceptable
terms.
Support of the Company's Officers.
- Each of the Company's officers who is a shareholder, representing in the aggregate 4.09% of all voting rights attached to
the issued and outstanding common shares of the Company, has entered into a voting and support agreement to vote their shares
in favour of the approval of the DAFS Disposition.
Discovery Air encourages Company shareholders to carefully read the Circular as it contains important information, including a
full description of the DAFS Disposition, background details on the extensive review and negotiation process undertaken, the
detailed reasons behind the special independent committee's recommendation in favour of the DAFS Disposition, as well as the
complete third party Formal Valuation and Fairness Opinion prepared by Capital Canada.
The Circular is available on SEDAR at www.sedar.com. The Circular is also
being mailed to all shareholders of record. The Company has fixed October 12, 2016, as the record date (the "Record
Date") for the purpose of determining Company shareholders entitled to receive notice of and vote at the Meeting or any
adjournment or postponement thereof.
Process of Approval
As described in greater detail in the Circular, the approval of the DAFS Disposition will require the affirmative vote of a
majority of the votes attached to the Class A shares and the Class B shares of the Company, voting together as one class, held by
the Company shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes attached to
Class A shares and Class B shares of the Company held by persons described in items (a) through (d) of Section 8.1(2) of
Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions. The DAFS Disposition is also
subject to receipt of any necessary regulatory approvals. It is anticipated that the DAFS Disposition will be completed as soon
as all conditions have been satisfied or waived.
How to Vote
Registered Shareholders: if you are a registered shareholder, you can vote your shares either by attending the
Meeting and voting, or if you cannot attend the Meeting, by having your shares voted by proxy in accordance with the instructions
set out on the form of proxy mailed to shareholders who were registered as of the Record Date.
Non-Registered Shareholders: if you are a non-registered shareholder (meaning that your shares are held beneficially
on your behalf, or for your account, by an intermediary (i.e. banks, trust companies, securities brokers, clearing agencies,
trustees or other nominees)), you should contact your intermediary to determine what documentation the intermediary needs from
you in order for you, or someone else appointed by you, to vote your shares at the Meeting.
Votes must be submitted not later than 10:00 a.m. (Eastern time) on November 11, 2016, or if the Meeting is adjourned or
postponed, prior to 10:00 a.m. (Eastern time) on the second business day before any adjourned or postponed Meeting.
If you have any questions about the information contained in the Circular, please contact Sheila Venman, the Company's Vice
President of Communications, at sheila.venman@discoveryair.com, and if you require assistance in completing your form
of proxy, please contact Computershare Investor Services Inc., the Company's registrar and transfer agent, at 1-800-564-6253 or
by e-mail at Service@Computershare.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this press release are forward-looking statements (as defined in applicable securities laws). These
statements include, without limitation, statements relating to the DAFS Disposition, approval of the DAFS Disposition by majority
of the minority shareholders of Discovery Air, the expected timing and impact of the DAFS Disposition, obtaining the required
regulatory and shareholder approvals, the time and date of the Meeting, operational and financial benefits expected to result
from the DAFS Disposition, Discovery Air's business outlook, objectives, plans and strategic priorities with respect to the
remaining businesses, and other statements that are not historical facts.
Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on
assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially
from our expectations expressed in or implied by such forward-looking statements. As a result, we cannot guarantee that any
forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. For a
description of relevant assumptions and risks, please consult the Circular, Discovery Air's 2016 Annual Information Form dated
April 28, 2016, and Discovery Air's 2016 Second Quarter MD&A dated July 31, 2016, all filed with the Canadian provincial
securities regulatory authorities (available at www.sedar.com) and which are
also available on Discovery Air's website at www.discoveryair.com.
Additional details regarding the DAFS Disposition are disclosed in the Circular.
The forward-looking statements contained in this press release describe our expectations as of the date hereof, and,
accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake
any obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new
information, future events or otherwise.
About Discovery Air
Discovery Air is a global leader in specialty aviation services. We deliver exceptional air combat training, medevac equipped
aircraft services, airborne fire services, air charter services, helicopter operations, and transport and logistics support to
ensure operational readiness, health, safety and vital lifelines for our clients and the communities we serve.
Discovery Air Fire Services Inc. currently provides, and has provided for almost three decades, aerial fire surveillance,
airspace and aircraft management, and air transport services in support of the Ontario government's forest fire management
program. As well, DAFS' provides court-related air transport services to a variety of provincial government agencies which
operate in northwestern Ontario (carried on by DAFS' charter division, Walsten Air).
Discovery Air's Class A common voting shares and unsecured convertible debentures trade on the Toronto Stock Exchange (symbols
DA.A and DA.DB.A, respectively).