CALGARY, Dec. 3, 2019 /CNW/ – NewNorth Projects Ltd. (“NewNorth” or the “Company“) (TSXV: NNP) is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement“) with Bordeaux Properties Inc. (“Bordeaux“) pursuant to which Bordeaux has agreed to acquire all of the issued and outstanding common shares of NewNorth (the “NewNorth Shares“) for cash consideration of $0.13 per NewNorth Share (the “Consideration“) pursuant to a plan of arrangement (the “Arrangement“). The Consideration represents a 58% premium to the 10-day volume-weighted average trading price on the TSX Venture Exchange (the “TSXV“) as of November 29, 2019.
Key Arrangement Details
Under the Arrangement Agreement, NewNorth shareholders will receive cash consideration of $0.13 per NewNorth Share held.
The Arrangement will be carried out by way of a court-approved plan of arrangement and will require approval by at least 66 â % of the NewNorth shareholders present in person or represented by proxy at a special meeting of NewNorth shareholders (the “Meeting“) expected to be held in January 2020. The details of the required NewNorth shareholder approval will be contained in the information circular to be provided to shareholders of NewNorth in connection with the Meeting. The Arrangement is also subject to court and applicable regulatory approvals and the satisfaction of other customary closing conditions.
The Arrangement Agreement includes customary provisions, including non-solicitation, right to match and insurance and indemnification provisions. In addition, NewNorth has agreed to pay a break fee to Bordeaux upon the occurrence of certain terminating events.
On completion of the Arrangement, it is expected that the NewNorth Shares will be delisted from the TSXV and that Bordeaux will apply to cause NewNorth to cease to be a reporting issuer under applicable Canadian securities laws.
Certain shareholders, including directors and officers, of NewNorth, holding a total of 21.6% of the outstanding NewNorth Shares, have entered into voting and support agreements to, among other things, vote their NewNorth Shares in favour of the Arrangement.
The boards of directors of both NewNorth and Bordeaux have each determined that the proposed Arrangement is in the best interest of their respective companies, supported by advice from their financial and legal advisors, as applicable, and have each unanimously approved the Arrangement. PillarFour Capital Inc. has provided a fairness opinion to the board of directors of NewNorth that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the Arrangement is fair, from a financial point of view, to the shareholders of NewNorth. The board of directors of NewNorth recommend that their shareholders vote in favour of the Arrangement at the Meeting.
Full details of the Arrangement including the basis for the board of directors’ recommendation that NewNorth shareholders approve the proposed Arrangement will be included in a management information circular, to be filed by NewNorth with regulatory authorities and mailed to shareholders in accordance with applicable securities laws.
The Arrangement is expected to be completed in January 2020 shortly after the Meeting.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
This press release contains forward-looking statements within the meaning of applicable securities laws. More particularly and without limitation, this press release contains forward-looking statements regarding the proposed acquisition of NewNorth by Bordeaux pursuant to a plan or arrangement, the mailing of the information circular regarding the Arrangement, the date of the Meeting and the completion of the Arrangement. All statements, other than statements of historical facts, that address activities that NewNorth assumes, anticipates, plans, expects, believes, projects, aims, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. All of the forward-looking statements in this release are qualified by the assumptions that are stated or inherent in such forward-looking statements. Although NewNorth believes these assumptions are reasonable, they are not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place undue reliance on these assumptions and such forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include: that the business of the Meeting concludes as anticipated; the timing and receipt of the necessary shareholder, regulatory, court and other approvals; and the timely satisfaction of all other conditions to the closing of the Arrangement. NewNorth believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable, but no assurance can be given that these factors, expectations and assumptions will prove to be correct.
The forward-looking statements provided in this press release are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. NewNorth cautions that its intention to proceed with the Arrangement and other forward-looking statements relating to NewNorth are subject to all of the risks and uncertainties normally incident to such endeavors. These risks relating to NewNorth include, but are not limited to, that the Arrangement is not completed on the announced terms or at all. Furthermore, the forward-looking statements contained herein are made as at the date hereof and NewNorth does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect NewNorth’s operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy of this release.
SOURCE NewNorth Projects Ltd.
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