QUÉBEC CITY, Feb. 14,
2014 /CNW Telbec/ - Novik Inc. ("Novik") (TSXV: NVK)
annouces today the completion of the previously announced
acquisition of Novik by Clearview Capital Fund III, LP
("Clearview") by way of a
plan of arrangement pursuant to the Business Corporations
Act (Québec) (the "Transaction").
On February 12,
2014 the Superior Court of Québec granted its final order
approving the Transaction and on February
14, 2014, 9293-3985 Québec Inc. (the "Purchaser"), a
company indirectly controlled by Clearview, acquired all of the issued and
outstanding common shares of Novik (the "Shares"), pursuant
to the terms of an arrangement agreement entered into between
Novik, Clearview and the Purchaser
on December 20, 2013 (the
"Arrangement Agrement"). Holders of Shares (the
"Shareholders"), as of the effective date of the
Transaction, will be entitled to receive $0.85 per Share in cash (the
"Consideration"), and holders of options to purchase common
shares of Novik (the "Optionholders") will be entitled to
receive a cash payment equal to the difference between $0.85 and the exercise price of any option they
hold.
The trading of the Shares on the TSX Venture
Exchange (the "TSXV") has been halted by Industry Regulatory
Organization of Canada (IIROC)
before the opening of the markets on February 14, 2014 and the Shares shall be
de-listed pursuant to the rules of the TSXV.
The Transaction will be entirely satisfied with
cash and sufficient funds have been deposited with CST Trust
Company, the depositary agent under the Transaction, to enable it
to make payments to Shareholders and Optionholders pursuant to the
terms of the Arrangement Agreement. Letters of Transmittal have
been mailed to registered Shareholders and are also available on
SEDAR at www.sedar.com. The Letters of Transmittal explain how
registered Shareholders can deposit and obtain payment for their
Shares. Registered Shareholders must return duly completed Letters
of Transmittal to CST Trust Company in order to receive the
Consideration. Non-registered Shareholders should carefully follow
the instructions from the broker or other financial intermediary
that holds Shares on their behalf in order to receive the
Consideration.
ABOUT NOVIK
Novik (NVK) is a leader in the design,
manufacture and distribution of innovative polymer exterior siding,
roofing coverings and accessories that replace traditional
materials such as stone, brick or wood shingles. These products
target the world-wide residential and commercial construction
industry.
ABOUT CLEARVIEW
Clearview Capital, LLC is a private investment
firm based in Old Greenwich, CT
that invests in and develops mid-sized, North American companies in
partnership with management. The firm has a long history of
assisting strong management teams in the execution of their growth
strategies. Clearview Capital LLC has formed Clearview, an institutionally‐backed private
equity fund focused primarily on the acquisition and development of
high-potential manufacturing and service businesses located in
the United States and Canada.
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
This news release contains forward-looking
information, as such term is defined in applicable securities laws.
Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate and similar
expressions, or are those which, by their nature, refer to future
events. Forward-looking information includes, without limitation,
the outcome of the proposed Transaction and other similar
information concerning anticipated future events, conditions or
results that are not historical facts. Readers are cautioned that
the foregoing list of factors is not exhaustive. Novik cautions
readers that all forward-looking information is inherently
uncertain and that actual performance may be affected by a number
of material factors, many of which are beyond Novik's control.
Accordingly, actual future events, conditions and results may
differ materially from the estimates, beliefs, intentions and
expectations expressed or implied in the forward-looking
information. All statements are made as of the date of this news
release and Novik assumes no obligation to update or alter any
forward-looking information unless required by applicable
laws.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Novik Inc.