Avcorp Mails Meeting Documents – GuruFocus.com
VANCOUVER, BC, June 3, 2022 /PRNewswire/ – Avcorp Industries Inc. (TSX: AVP) (the “Company” Where “Avcorp“) is pleased to announce the mailing of its management information circular (the “Circular“) and related proxy materials to its stockholders and option holders (collectively, the “Security holders“) in the context of the annual and extraordinary general meeting of security holders to be held in 10:00 a.m. (Vancouver It’s time June 30, 2022 (there “Meeting“). The Circular and related proxy materials are being mailed to securityholders of record as of May 24, 2022. At the Meeting, Security Holders will be invited to consider, and if they deem it appropriate, to approve, among other things, the transaction previously announced by the Company with Latécoère SA (the “Buyer“).
Pursuant to the transaction, the purchaser has agreed to acquire all of the issued and outstanding common shares of Avcorp (each, a “Avcorp share“) for consideration of $0.11 cash per Avcorp share. In addition, each unexercised Avcorp Option (a “Avcorp Option“) will automatically vest and be canceled in return for a cash payment from the Company equal to the amount (if any) by which $0.11 exceeds the exercise price of this Avcorp option. The transaction will be implemented by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act (there “Arrangement“). On May 31, 2022the Company has obtained an interim order from the Supreme Court of British Columbia (there “To research“) providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement.
The Circular contains, among other things, details regarding the Arrangement, the background to and reasons for the favorable recommendation of the Arrangement by Avcorp’s board of directors and its special committee composed entirely of independent directors, the requirements for for the Arrangement to become effective, the procedure for receiving consideration payable under the Arrangement, the procedures for voting at the Meeting and other related matters, including customary matters relating to the Annual General Meeting . Securityholders are urged to carefully review the Circular and accompanying documents, as they contain important information regarding the Arrangement and its consequences for Securityholders. A copy of the Circular and related proxy materials is available under Avcorp’s profile on SEDAR at www.sedar.com.
YOUR VOTE IS IMPORTANT. VOTE TODAY.
Avcorp’s Board of Directors UNANIMOUSLY recommends that securityholders
vote FOR the arrangement.
Closing of the Arrangement is subject to securityholder approvals, applicable court, regulatory and stock exchange approvals and the satisfaction or waiver of certain other closing conditions customary to a transaction such as the ‘arrangement. Assuming all conditions are satisfied, the Company expects the Arrangement to close in the third quarter of 2022.
How to vote
A form of proxy or voting instruction form will accompany the Meeting Materials that Securityholders will receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered shareholder or an option holder of the Company, are provided in the Circular. Most Avcorp shareholders are beneficial shareholders.
If you are a registered securityholder, we encourage you to take the time to complete, sign, date and return the enclosed proxy form(s) by 10:00 a.m. (Vancouver It’s time June 28, 2022 (or 48 hours before the time of any adjournment or postponement of the Meeting), to ensure that your Avcorp Shares and Avcorp Options will be voted on at the Meeting in accordance with your instructions, that you may whether or not to attend in person. If you hold your AVCORP Shares through a broker or other intermediary, you must follow the instructions provided by your broker or other intermediary to vote your Avcorp Shares.
Questions from Securityholders
Securityholders who wish to obtain additional copies, free of charge, of the Circular or who have additional questions about the Arrangement, including the procedures for voting Avcorp securities or completing the transmittal documents, should contact their broker or ruth mcdonald at 604-587-4938 or [email protected].
The Company also wishes to advise you that the record date for determining securityholders entitled to receive notice of a vote at the Meeting (the “Registration Date“) referenced in the Circular was inadvertently erroneous. The Company confirms that the date of record is May 24, 2022 and all references to the record date in the Circular must be May 24, 2022. No further revision of the Circular is required.
The Avcorp Group designs and builds major airframe structures for some of the world’s largest aerospace companies, including BAE Systems, Boeing, Bombardier, Lockheed Martin and Subaru Corporation. The Avcorp Group has over 65 years of experience, over 490 skilled employees and 560,000 square feet of facilities. Avcorp Structures & Integration located in Delta British Columbia, Canada is dedicated to the assembly and integration of metallic and composite aerostructures; Avcorp Engineered Composites located at Burlington Ontario, Canada is dedicated to the design and manufacture of composite aerostructures, and Avcorp Composite Fabrication located in Gardena California, USA has advanced composite aerostructure manufacturing capabilities for composite aerostructures. The Avcorp Group offers integrated metal and composite aircraft structures to aircraft manufacturers, a distinct advantage in seeking contracts for new aircraft designs, which require lower cost, lightweight, strong and reliable structures. Comtek Advanced Structures Ltd., at our Burlington, Ontario, Canada location also provides aircraft operators with commercial aircraft structural component repair services.
Avcorp Composite Fabrication Inc. is 100% owned by Avcorp US Holdings Inc. Both companies are incorporated in the State of Delaware, USAand are wholly owned subsidiaries of Avcorp Industries Inc.
Comtek Advanced Structures Ltd., incorporated in the province of Ontario, Canadais a wholly owned subsidiary of Avcorp Industries Inc.
Avcorp Industries Inc. is a federally incorporated reporting company Canada and traded on the Toronto Stock Exchange (TSX: AVP, Financial).
CHIEF EXECUTIVE OFFICER
Certain information contained in this press release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. Such forward-looking information includes, among other things, information regarding the Company’s beliefs, plans, expectations, anticipations, estimates and intentions. The words “may”, “could”, “should”, “should”, “suspect”, “intend”, “believe”, “anticipate”, “estimate”, “expect”, “intend of, “plan,” “target” and similar words and phrases are used to identify forward-looking information. The forward-looking information contained in this press release relates to, among other things, the timing and receipt of required securityholder, court, stock exchange and regulatory approvals for the Arrangement; the ability of Avcorp and the buyer to satisfy and complete the other terms of the arrangement; the expected time of the Meeting; and the closing of the Arrangement.
These statements reflect the Company’s current views with respect to future events and are necessarily based on a number of assumptions and estimates which, although considered reasonable by the Company, are inherently subject to significant uncertainties and contingencies. Many factors, known and unknown, could cause actual results, performance or achievements to differ materially from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information and the Company has made assumptions and estimates. based on or related to many of these factors. These factors include, but are not limited to, the satisfaction or waiver of all conditions applicable to the closing of the Arrangement, including, without limitation, the receipt of all necessary security holder approvals or consents. , courts and regulatory agencies and the absence of material changes to Avcorp and its business, all as more particularly set forth in the Arrangement Agreement dated May 4, 2022 between the Company and the Buyer (the “Arrangement Agreement”). With respect to forward-looking statements and information regarding the expected completion of the proposed Arrangement and the expected timing of the completion of the Arrangement, the Company has made certain assumptions that management believes are reasonable at this time, including assumptions about the time required to prepare and mail shareholder meeting materials. These dates may change for a number of reasons, including the inability to obtain the necessary securityholder, court and regulatory approvals within the timeframes provided or the need for additional time to satisfy other conditions for the completion of the arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release regarding such periods. In addition, if the Arrangement Agreement is terminated in certain circumstances, Avcorp may be required to pay a termination fee to the Purchaser, which could have a material adverse effect on Avcorp’s financial condition and results of operations. Avcorp and its ability to fund growth prospects and ongoing operations. The forward-looking information contained in this press release describes the Company’s expectations as of the date of this press release. Readers are cautioned against attributing undue certainty to forward-looking statements or information. Although Avcorp has attempted to identify important factors that could cause actual results to differ materially, other factors may cause results not to be anticipated, estimated or predicted. The Company does not intend, and undertakes no obligation, to update such forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other event affecting such statements or information, unless applicable law requires it.
For more information about Avcorp Industries Inc., please visit our website.
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SOURCEAvcorp Industries Inc.