NTI Newmerical Inc. Announces Proposed Share Consolidation and Privatization
09 Novembre 2009 - 5:13PM
Marketwired
NTI Newmerical Inc. ("NTI" or the "Corporation") (TSX VENTURE: CFD)
announces today that it will ask its shareholders (the
"Shareholders") to vote on a proposed going-private transaction by
way of a consolidation of NTI's common shares (the "Common Shares")
at a ratio of one new common share (a "New Common Share") for every
100,000 Common Shares (the "Consolidation"). Under the
Consolidation, fractions of New Common Shares will be cancelled and
NTI will pay a consideration of $0.04 for each Common Share that
forms part of such a fraction. Any Shareholder who would receive
less than one New Common Share will cease to be a shareholder of
the Corporation. The last closing price of the Common Shares on the
TSX Venture Exchange (the "TSX-V") was $0.04.
The vote on the Consolidation will take place at NTI's annual
and special meeting of Shareholders to be held on December 2, 2009
(the "Meeting"). The record date for eligibility to vote on the
Consolidation is November 10, 2009. The Consolidation was approved
by the Corporation's independent directors, Faraj Nakhleh and John
Holding.
The Consolidation must be approved by at least two-thirds of the
votes cast by holders of Common Shares present or represented by
proxy at the Meeting and entitled to vote on the resolution. In
addition, the Consolidation must receive "minority shareholder
approval" under Regulation 61-101 respecting Protection of Minority
Security Holders in Special Transactions (the "Regulation") and
Policy 2.9 of the TSX-V. The Shareholders whose votes will not
count as part of the minority include the Corporation's President
and Chief Executive Officer, Dr. Wagdi Habashi, and Faraj Nakhleh.
For more details, see NTI's circular dated November 10, 2009
available at www.sedar.com.
The Consolidation is exempt from the requirement under the
Regulation to engage an independent valuator to prepare a formal
valuation of the Common Shares since none of NTI's securities are
listed or quoted on any exchanges or markets listed in the
Regulation.
If the Consolidation is approved at the Meeting, NTI will amend
its articles to implement the Consolidation and apply to de-list
the Common Shares from the TSX-V. Upon de-listing, the Corporation
will then apply to cease to be a reporting issuer in Canada and
ultimately revert to privately-held status. If approved, the
Consolidation is expected to be implemented in December 2009.
Forward-Looking Statements
Certain statements contained in this news release, other than
statements of fact that are independently verifiable at the date
hereof, may constitute forward-looking statements. Such statements,
based as they are on the current expectations of management,
inherently involve numerous risks and uncertainties, known and
unknown, many of which are beyond NTI's control. Such risks include
but are not limited to: the impact of general economic conditions,
changes in the regulatory environment in the jurisdictions in which
NTI does business, stock markets volatility, fluctuations in costs,
and changes to the competitive environment due to consolidation, as
well as other risks disclosed in public filings of NTI.
Consequently, actual future results may differ materially from the
anticipated results expressed in the forward-looking statements.
The reader should not place undue reliance, if any, on the
forward-looking statements included in this news release. These
statements speak only as of the date made and NTI is under no
obligation and disavows any intention to update or revise such
statements as a result of any event, circumstances 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.
Contacts: NTI Newmerical Inc. Dr. Wagdi G. Habashi President and
Chief Executive Officer 514-592-8163
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