TORONTO, Oct. 26,
2023 /CNW/ - ABC Technologies Holdings Inc. (TSX:
ABCT) ("ABC Technologies", "ABC" or the "Company"), a leading
manufacturer and supplier of custom, highly engineered technical
plastics and lightweighting innovations to the North American light
vehicle industry, today announced the closing of the previously
announced plan of arrangement (the "Plan of Arrangement") as
contemplated by the arrangement agreement (the "Arrangement
Agreement") made as of September 5,
2023 among the Company, AP IX Alpha Holdings (Lux)
S.à.r.l. ("Alpha Holdings"), OCM Luxembourg OPPS XI
S.à.r.l. and OCM Luxembourg OPPS XB S.à.r.l. (the
"Arrangement").
Pursuant to the Arrangement Agreement, Alpha Holdings, ABC
Holdco S.à.r.l. and Qell OCP ABC Holdings LLC acquired all of ABC's
issued and outstanding common shares (the "ABC Shares") not already
owned by them for $6.75 per ABC Share
in cash, subject to applicable withholdings.
The ABC Shares are expected to be delisted from the Toronto
Stock Exchange and the Company intends to apply to cease to be a
reporting issuer under applicable Canadian securities laws.
Registered shareholders of ABC are reminded to submit a duly
completed Letter of Transmittal and the share certificate(s) and/or
direct registration system advice(s) representing their ABC Shares
to Computershare Investor Services Inc. ("Computershare"), the
Company's depositary, in order to receive the cash consideration
under the Arrangement. If you have any questions or require further
information about the procedures to complete your Letter of
Transmittal, please contact Computershare at 1-800-564-6253
(toll-free within North America)
or by email at corporateactions@computershare.com.
Non-registered shareholders of ABC are not required to submit a
Letter of Transmittal. Non-registered shareholders will receive the
consideration they are entitled to under the Arrangement through
the intermediary in whose name their ABC Shares are held.
Non-registered shareholders should consult with their broker or
intermediary to confirm what, if anything, they must do to receive
such consideration.
All dollar amounts set forth in this press release are in
Canadian dollars unless stated otherwise.
Forward Looking Statements
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of the
Company's beliefs, intentions and expectations about developments,
results and events which will or may occur in the future,
constitute "forward-looking information" within the meaning of
applicable Canadian securities legislation. Forward-looking
statements and information relate to future events or future
performance, reflect current expectations or beliefs regarding
future events and are typically identified by words such as
"anticipate", "believe", "could", "estimate", "expect", "intend",
"likely", "may", "plan", "seek", "should", "will" and similar
expressions suggesting future outcomes or statements regarding an
outlook. These include, but are not limited to, statements
regarding the delisting of the ABC Shares from the Toronto Stock
Exchange and the timing thereof and the application of the Company
to cease to be a reporting issuer.
Forward-looking statements and information are made based upon
certain assumptions and other important factors that, if untrue,
could cause the actual results of the Company to be materially
different from future results expressed or implied by such
statements or information. There can be no assurance that such
statements or information will prove to be accurate.
Although the Company believes that the forward-looking
statements in this news release are based on information and
assumptions that are current, reasonable and complete, these
statements are by their nature subject to a number of factors that
could cause actual results to differ materially from management's
expectations and plans as set forth in such forward-looking
statements, including, without limitation, the possibility that the
Company's application to cease to be a reporting issuer may not be
accepted or be delayed.
Readers are cautioned not to place undue reliance on
forward-looking information or statements. By their nature,
forward-looking statements involve numerous assumptions, inherent
risks and uncertainties, both general and specific, which
contribute to the possibility that the predicted outcomes will not
occur. These risks and uncertainties include, among other things,
the risk factors discussed or referred to under the heading "Risk
Factors" in the Company's Annual Information Form for the financial
year ended June 30, 2023 dated
September 28, 2023 (the "AIF"), as
supplemented by the "Risks and Uncertainties" section of the
Company's Management Discussion and Analysis for the year ended
June 30, 2023 (the "MD&A").
Investors and others should carefully consider the foregoing
factors and other uncertainties and potential events and should not
rely on the Company's forward-looking statements and information to
make decisions with respect to the Company. Furthermore, the
forward-looking statements and information contained herein are
made as of the date of this document and the Company does not
undertake any obligation to update or to revise any of the included
forward-looking statements or information, whether as a result of
new information, future events or otherwise, except as required by
applicable law. The forward-looking statements and information
contained herein are expressly qualified by this cautionary
statement.
About ABC Technologies
ABC Technologies is a leading manufacturer and supplier of
custom, highly engineered, technical plastics and lightweighting
innovations to the North American light vehicle industry, serving
more than 25 original equipment manufacturer ("OEM")
customers globally through a strategically located footprint. ABC
Technologies' integrated service offering includes manufacturing,
design, engineering, material compounding, machine, tooling and
equipment building that are supported by a worldwide team. Our
vertically integrated capabilities include our tool-building and
material compounding businesses, which we believe allows us to stay
on the leading edge of technical plastics and lightweighting
product innovation. In addition, our manufacturing footprint
provides us with 250-mile coverage for the majority of our OEM
customers' North American light vehicle manufacturing facilities,
which we also believe provides us with logistical and competitive
advantages. The Company offers three product groups: Interior
Systems, Exterior Systems and HVAC, Fluids & Other. ABC's head
office address is 2 Norelco Drive, Toronto, Ontario, Canada M9L 2X6.
SOURCE ABC Technologies Holdings Inc.