MISSISSAUGA, ON, Jan. 10, 2020 /CNW/ – Temple Hotels Inc. (“Temple“) (TSX:TPH) announced today that it has filed its management information circular (the “Circular“) and related materials with all applicable Canadian securities regulators for a special meeting of the holders of common shares of Temple (the “Temple Shareholders“) to be held at 10:00 a.m. on February 10, 2020 at the offices of McMillan LLP at Brookfield Place, 181 Bay Street, Suite 4400, Toronto, Ontario M5J 2T3 (the “Meeting“). The Circular is available at www.sedar.com.
At the Meeting, Temple Shareholders will be asked to pass a special resolution approving the proposed acquisition by Morguard Corporation (“Morguard“) of all of the issued and outstanding common shares of Temple not currently owned by Morguard, by way of a court approved plan of arrangement (the “Arrangement“) under section 192 of the Canada Business Corporations Act, pursuant to the arrangement agreement jointly announced by Temple and Morguard on December 19, 2019.
The board of directors of Temple, with David J. Nunn, K. Rai Sahi and Chris J. Cahill abstaining, has unanimously approved the Arrangement and recommends that, for the reasons set out in the Circular, Temple Shareholders vote FOR the special resolution to approve the Arrangement.
Temple Shareholders of record as of the close of business on January 6, 2020 will be entitled to receive notice of and vote at the Meeting. The Circular provides important information on the Arrangement and related matters, including voting procedures.
On January 10, 2020, the Ontario Superior Court of Justice (Commercial List) (the “Court“) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular.
Completion of the Arrangement is conditional upon, among other things, obtaining approval of at least 66 2/3% of the votes cast by Temple Shareholders at the Meeting, approval of a majority of the minority Temple Shareholders at the Meeting, receipt of a final order from the Court approving the Arrangement, and the approval of the Toronto Stock Exchange (the “TSX“). It is expected that the Arrangement will be completed on or around February 17, 2020.
About Temple Hotels Inc.
Temple is a hotel investment company with hotel properties located across Canada. Temple is listed on the TSX under the symbol TPH. The primary long-term investment objectives of Temple are to yield stable and growing cash flows and to maximize its long-term share value through the active management of its assets, accretive acquisitions, and the performance of value-added capital improvement programs on selected properties, as deemed appropriate. For further information on Temple, please visit Temple’s website at www.templehotels.ca.
Except for statements of historical fact relating to Temple, certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Such forward-looking information includes, but is not limited to, statements with respect to the potential completion and timing of the Arrangement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Temple to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Statements with respect to the potential completion and timing of the Arrangement are subject to the risk of not obtaining all required approvals, including from the Temple Shareholders, the Court and the TSX. Although management of Temple have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Temple does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws.
SOURCE Temple Hotels Inc.
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