Consolidated Mercantile Incorporated and Genterra Inc. Announce Modification to Share Exchange on Proposed Amalgamation
02 Abril 2009 - 3:40PM
PR Newswire (US)
TORONTO, April 2 /PRNewswire-FirstCall/ -- Consolidated Mercantile
Incorporated: ("CMI") (TSX: "CMC"; OTC: "CSLMF.PK") and Genterra
Inc. ("Genterra") (TSX-V: "GIC") announced today that their
respective boards of directors (the "Boards") have approved a
modification to the share exchange ratios to be applied in
connection with the proposed amalgamation of the two companies (the
"Amalgamation"). Based upon the advice of independent valuation
experts, it had initially been proposed that the common shares of
CMI would be exchanged for common shares of the amalgamated company
("Amalco") on the basis of 3.6 common shares of Amalco for each
common share of CMI, and one common share of Amalco for each common
share of Genterra. The Boards of Genterra and CMI continue to be
satisfied with their determination as to the respective common
share values of Genterra and CMI, but upon further consideration
have concluded that a better basis for effecting the share exchange
is that each common share of CMI be exchanged for one Amalco common
share and each 3.6 common shares of Genterra be exchanged for one
Amalco common share. While this modification to the share exchange
does not give rise to any change in the relative valuations, it
will result in a reduction in the total number of common shares of
Amalco issued upon the Amalgamation. The boards believe that such a
reduction will benefit the Amalco shareholders as it will enhance
the prospects for an increased trading price for the Amalco common
shares and compliance with market listing requirements. In order
for the proposed Amalgamation transaction to become effective, all
applicable corporate, shareholder and regulatory approvals must
first be obtained. There can be no assurance that the Amalgamation
will be completed as proposed or at all. Investors are cautioned
that, except as disclosed in publicly disseminated press releases
of either CMI or Genterra or the CMI and Genterra Information
Circulars to be prepared in connection with the Amalgamation, any
information released or received with respect to the proposed
transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of CMI and Genterra should
be considered speculative at this time based on the information
contained herein. CMI is a management holding company which effects
its investment strategy through investment in, management of and
merchant banking to its core strategic industries. Genterra Inc. is
a management holding company whose assets include rental real
estate properties and investments. "Safe Harbor" statement under
the Private Securities Reform Act of 1995: This release contains
forward-looking statements which reflect the current views of the
respective management of CMI and Genterra as to future events and
operations. These forward-looking statements are based on
assumptions and external factors, including assumptions relating to
competitive market conditions, financial data, and other risks or
uncertainties detailed from time to time in the filings made by
each of CMI and Genterra with securities regulatory authorities.
These forward-looking statements represent the judgment of CMI and
Genterra, respectively, as of the date of this release and any
changes in the assumptions or external factors could produce
significantly different results. Disclaimer: 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.
DATASOURCE: Consolidated Mercantile Incorporated CONTACT:
Consolidated Mercantile Incorporated, 106 Avenue Road, Toronto, ON,
M5R 2H3, Attention: Stan Abramowitz, Secretary, (416) 920-0500 Ext.
227; Genterra Inc., 106 Avenue Road, Toronto, ON, M5R 2H3,
Attention: Stan Abramowitz, Secretary, (416) 920-0500 Ext. 227
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