Penfold Capital Acquisition II Corporation & Penfold Capital Acquisition III Corporation announce intention to combine
19 Julho 2010 - 10:57AM
PR Newswire (Canada)
TORONTO, July 19 /CNW/ -- TORONTO, July 19 /CNW/ - Penfold Capital
Acquisition II Corporation (PAC.P:TSXV) ("Penfold II") and Penfold
Capital Acquisition III Corporation (PNF.P:TSXV) ("Penfold III")
are pleased to announce that they have reached an agreement to
amalgamate pursuant to the Canada Business Corporations Act (the
"CBCA") and in accordance with the policies of the TSX Venture
Exchange (the "Exchange"). Penfold II and Penfold III, as capital
pool companies pursuant to Policy 2.4 Capital Pool Companies of the
Exchange ("Policy 2.4"), share the sole business objective of
identifying and evaluating assets and/or businesses with a view to
completing a Qualifying Transaction. Penfold II and Penfold III
also have identical directors and officers. Management of each of
Penfold II and Penfold III reviewed several potential opportunities
for acquiring a business or assets for the purposes of completing a
Qualifying Transaction. However, Penfold II and Penfold III each
determined that they would be better positioned to complete a
Qualifying Transaction as a combined entity (the "Resulting
Issuer"). The amalgamation of Penfold II and Penfold III (the
"Amalgamation") is expected to become effective on or before
October 4, 2010. Upon completion of the Amalgamation: (i) each
issued and outstanding share of Penfold II will be exchanged for
one-half of one (0.5) share of the Resulting Issuer; (ii) each
issued and outstanding share of Penfold III will be exchanged for
one (1) share of the Resulting Issuer; (iii) each convertible
security of Penfold II will automatically entitle the holder
thereof to purchase one-half of one (0.5) share of the Resulting
Issuer at an exercise price equal to the exercise price specified
in the agreement governing such convertible security; and (iv) each
convertible security of Penfold III will automatically entitle the
holder thereof to purchase one (1) share of the Resulting Issuer at
an exercise price equal to the exercise price specified in the
agreement governing such convertible security. Pursuant to Section
190 of the CBCA, registered shareholders of Penfold II and Penfold
III are entitled to dissent in respect of the Amalgamation. If the
Amalgamation is completed, dissenting shareholders who have
complied with the dissent procedures under Section 190 of the CBCA
will be entitled to be paid the fair value of their shares. The
Amalgamation is considered a "business combination" and "related
party transaction" under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
and, accordingly, requires approval by the holders of a majority of
the shares of each of Penfold II and Penfold III, excluding shares
held by interested parties ("Majority of the Minority Shareholder
Approval") (1,750,000 shares in respect of Penfold II and 1,640,000
shares in respect of Penfold III) at each of the shareholders
meetings to be called by Penfold II and Penfold III to seek
approval for the Amalgamation (the "Meetings"), in addition to the
requirements under the CBCA which require that the Amalgamation be
approved by at least two-thirds (66 2/3%) of all votes cast at each
of the Meetings. As a result, the Amalgamation is conditional upon
(among other things) the Amalgamation being approved at each of the
Meetings by: (i) special resolution (affirmative vote of at least
two-thirds (66 2/3%) of the votes cast thereon); and (ii) Majority
of the Minority Shareholder Approval. If the requisite shareholder
approval is obtained at each of the Meetings, and all of the
conditions precedent to the completion of the Amalgamation have
been satisfied or waived, Penfold II and Penfold III intend to
complete the Amalgamation under the CBCA. In connection with the
Meetings a detailed joint information circular will be prepared and
distributed to shareholders and filed on SEDAR. Immediately
following the completion of the Amalgamation, the shareholders of
Penfold II will collectively own 25.93% of the shares of the
Resulting Issuer and the shareholders of Penfold III will
collectively own the 74.07% of the shares of the Resulting Issuer
(in each case, calculated on a non-diluted basis). Completion of
the Amalgamation remains conditional on obtaining all necessary
regulatory and shareholder approvals, including the approval of the
Exchange. About Penfold Capital Acquisition II Corporation Penfold
II is a capital pool company under the Policy 2.4. Pursuant to
Policy 2.4, Penfold II was required to complete a Qualifying
Transaction by July 2, 2010. As Penfold II did not complete a
Qualifying Transaction by July 2, 2010, trading in the Penfold II
Shares was suspended by the Exchange effective July 5, 2010 for
failure to complete a Qualifying Transaction within the prescribed
time period in accordance with Policy 2.4. As a result, Penfold II
was placed by the Exchange on notice to delist and that, in order
to avoid delisting, it must, on or by October 4, 2010, complete (i)
a Qualifying Transaction, (ii) a transfer to the NEX, or (iii) the
Amalgamation. About Penfold Capital Acquisition III Corporation
Penfold II is a capital pool company under the Policy 2.4. Pursuant
to Policy 2.4, Penfold III is required to complete a Qualifying
Transaction by December 10, 2010. Penfold II and Penfold III are
part of the Penfold Capital group of companies. Penfold Capital is
a private merchant bank. For more information see
www.penfoldcapital.com. The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved of the contents of this release. The
information in this news release includes certain information and
statements about management's view of future events, expectations,
plans and prospects that constitute forward looking statements.
These statements are based upon assumptions that are subject to
significant risks and uncertainties. Because of these risks and
uncertainties and as a result of a variety of factors, the actual
results, expectations, achievements or performance may differ
materially from those anticipated and indicated by these forward
looking statements. Although Penfold II and Penfold III believe
that the expectations reflected in forward looking statements are
reasonable, they can give no assurances that the expectations of
any forward looking statements will prove to be correct. Except as
required by law, Penfold II and Penfold III disclaim any intention
and assume no obligation to update or revise any forward looking
statements to reflect actual results, whether as a result of new
information, future events, changes in assumptions, changes in
factors affecting such forward looking statements or otherwise.
Neither 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. Penfold Capital Corporation: Gary Clifford-Managing
Director, Phone: (416) 418-9802; Salil Munjal-Managing Director,
Phone: (416) 722-2227
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