WINNIPEG, MB, Dec. 15, 2021 /CNW/ - Lakeview Hotel Investment
Corp. ("LHIC" or the "Corporation") (TSXV: LHR) is
pleased to announce the voting results for the special meetings of
the holders of voting common shares of the Corporation
("Shareholders"), the holders of the Series C Redeemable
Subordinated Debentures of the Corporation ("Series C
Debentureholders") and the holders of the Series D Redeemable
Subordinated Debentures of the Corporation (the "Series D
Debentureholders"), respectively, each of which were held on
December 15, 2021 in Winnipeg, Manitoba (the
"Meetings").
The sole matter considered at the Meetings was the special
resolution (the "Arrangement Resolution") approving the
statutory plan of arrangement (the "Plan of Arrangement")
with 13487407 Canada Inc. ("Parent"), 13487369 Canada Inc.
("Share Purchaser") and 13487326 Canada Inc. ("Debenture
Purchaser", and together with Parent and Share Purchaser, the
"Purchasers"), newly formed private companies which are
managed by First Canadian Management Corporation, pursuant to
which: (i) Share Purchaser will acquire all of the outstanding
common shares of Lakeview for $0.02
per share in cash for aggregate consideration of $391,156.12; (ii) Debenture Purchaser will
acquire all of the outstanding Series C Debentures and all of the
Series D Debentures of Lakeview for $74.03 per $1,000
principal amount outstanding under the Series C Debentures and the
Series D Debentures, for aggregate consideration of $1,356,673.78 and $752,144.80, respectively, and any and all
accrued and unpaid interest owing to the Debentureholders shall be
forgiven, settled and extinguished for no consideration; and (iii)
Share Purchaser will pay to LHIC or to the benefit of LHIC
approximately $15,000,000 for LHIC to
pay and satisfy all amounts owing by LHIC to its lending syndicate
led by ATB Financial, and to pay certain costs associated with the
foregoing transaction (the "Transaction").
The Arrangement Resolution was approved as follows:
Shareholder Meeting
- Shareholders holding 11,216,702 common shares have voted in
favour of the Arrangement Resolution representing 95.32% in favour;
and
- Shareholders (excluding those votes required to be excluded by
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101")) holding
566,517 common shares have voted in favour of the Arrangement
Resolution representing 50.69% in favour.
Series C Debentureholder Meeting
- Series C Debentureholders C Debentureholders holding 9,869.20
Series C Debentures have voted in favour of the Arrangement
Resolution representing 94.44%; and
- Series C Debentureholders (excluding those votes required by
applicable law to be excluded by MI 61-101 as if the Series C
Debentures were equity securities) holding 5,905.20 Series C
Debentures have voted in favour of the Arrangement Resolution
representing 91.04% in favour.
Series D Debentureholder Meeting
- Series D Debentureholders holding 53,060 Series D Debentures
have voted in favour of the Arrangement Resolution representing
92.37%;
- Series D Debentureholders (excluding those votes required by
applicable law to be excluded by Multilateral Instrument 61-101 as
if the Series D Debentures were equity securities) holding 17,350
Series D Debentures have voted in favour of the Arrangement
Resolution representing 79.84% in favour.
Completion of the Transaction remains subject to the approval of
the Manitoba Court of Queen's
Bench as well as other customary closing conditions. Assuming the
timely completion of these conditions, LHIC expects the Transaction
to close on or about December 20,
2021.
ABOUT LAKEVIEW HOTEL INVESTMENT CORP.
LHIC is a Canada-based company
engaged in hotel operations, which includes room rental, food and
beverage, and other incidental services. The Corporation
operates a portfolio of five hotels, being: Lakeview Inn and
Suites, Okotoks; Lakeview Inn and
Suites, Fort Saskatchewan;
Lakeview Inn and Suites, Fort St.
John; Lakeview Inn and Suites, Chetwynd; and Lakeview Inn & Suites, Edson
Airport West.
FORWARD-LOOKING INFORMATION
This news release contains forward-looking information and
statements within the meaning of applicable Canadian securities
laws (herein referred to as "forward-looking statements")
that involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. All information and statements in this news release
which are not statements of historical fact may be forward-looking
statements. The words "believe", "expect", "intend", "estimate",
"anticipate", "project", "scheduled", and similar expressions, as
well as future or conditional verbs such as "will", "should",
"would", and "could" often identify forward-looking statements. In
particular, forward-looking statements in this news release
include, but are not limited to: the closing of the Transaction on
the terms and timing set out herein or at all, and the payment of
the termination fee to the Parent in certain circumstances or at
all. Such statements or information are only predictions and
reflect the current beliefs of management with respect to future
events and are based on information currently available to
management. Actual results and events may differ materially from
those contemplated by these forward-looking statements due to these
statements being subject to a number of risks and
uncertainties.
Undue reliance should not be placed on these forward-looking
statements as there can be no assurance that the plans, intentions
or expectations upon which they are based will occur. By their
nature forward-looking statements involve assumptions and known and
unknown risks and uncertainties, both general and specific, that
contribute to the possibility that the predictions and other
forward-looking statements will not occur. Some of the assumptions
made by Lakeview, upon which such forward-looking statements are
based include, but are not limited to: the closing of the
Transaction on the terms set out herein or at all, the payment of
the reverse termination fee in certain circumstances, and the
receipt of requisite approvals and financing for the
Transaction.
A number of factors could cause actual results to differ
materially from those expressed or implied by the forward-looking
statements, including, but not limited to: prevailing economic
conditions; unexpected changes in the financial markets (including
in the trading price of the securities of Lakeview); changes in the
general economic and business conditions of one or more of Lakeview
and its subsidiaries, and any of the conditions to the Transaction
not being satisfied. Should any of the risks or uncertainties
facing Lakeview and its subsidiaries materialize, or should
assumptions underlying the forward-looking statements prove
incorrect, actual results, performance, activities or achievements
could vary materially from those expressed or implied by any
forward-looking statements contained in this news release. Readers
are cautioned that the foregoing list of risks is not exhaustive.
Additional information on these and other factors that could affect
the operations or financial results of Lakeview and its
subsidiaries are included in the information circular in connection
with the meeting to approve the Arrangement, a copy of which will
be available under Lakeview's profile on SEDAR (www.sedar.com).
Although Lakeview believes that the expectations represented by
any forward-looking statements contained herein are reasonable
based on the information available to it on the date of this news
release, management cannot assure investors that actual results,
performance or achievements will be consistent with these
forward-looking statements. Any forward-looking statements herein
contained are made as of the date of this news release and Lakeview
does not assume any obligation to update or revise them to reflect
new information, events or circumstances, except as required by
law.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Lakeview Hotel Investment Corp