THUNDER BAY, Ontario, Sept. 19, 2017 (GLOBE NEWSWIRE) -- Family Memorials Inc. (the “Company”) (TSX-V:FAM) announces that it proposes to redeem the convertible secured debentures of the Company in the principal amount of $4,397,000 which is the amount payable to all debentureholders, other than a debentureholder holding a debenture in the principal amount of $845,000 who has agreed to defer payment at this time. The Company proposes to pay $3,398,000 in full satisfaction of all liability to those debentureholders holding the debentures in the principal amount of $4,397,000. The settlement is subject to approval by the debentureholders pursuant to the provisions of the debenture indenture and completion of taking the Company private as outlined below.
The Company has entered into a letter of intent with Scott C. Kellaway, the President and a director of the Company, pursuant to which the Company will be taken private by way of an amalgamation with a company to be incorporated by Scott C. Kellaway (“Kco”) to form an amalgamated company (Amalco”).
Kco will be owned by Scott C. Kellaway (the “Acquiror”). The Acquiror owns 3,095,090 common shares or approximately 5.98 % of the issued and outstanding common shares (the “Shares”) in the capital of the Company. As at September 18, 2017, the Company had outstanding 51,728,865 Shares.
Pursuant to the Amalgamation, the Acquiror will receive all of the issued shares of Amalco, and each shareholder of the Company will receive one common share of a subsidiary to be incorporated by the Company ( “Newco”) for each Share held immediately prior to the Amalgamation, and the Company will surrender its shares of Newco for cancellation. The Amalgamation, if consummated, will result in the Company being taken private and delisted from the TSX Venture Exchange and Newco being owned by the former shareholders of the Company.
The Amalgamation, if consummated, will constitute a “business combination” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The board of the directors of the Company (the “Board”) will form a special committee comprised of independent directors to evaluate the Amalgamation and make recommendations to the Board based on a fairness opinion and/or valuation.
The Company intends to seek approval from the majority of minority shareholders to comply with requirements of MI 61-101.
The completion of the Amalgamation will be subject to a number of conditions precedent, including: the condition that, at or prior to the closing of the Amalgamation the payment has been made to the debentureholders as outlined above; and conditions precedent that are customary to this type of transaction, including, but not limited to, the approval of at least two-thirds of the votes cast by holders of Shares at the Meeting; the approval by at least simple majority of the votes cast by the shareholders other than the Acquiror; and the acceptance of the Amalgamation by the TSX Venture Exchange.
For information, please contact:
NEITHER THE 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.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks and uncertainties relating to the completion of the Amalgamation or related transactions, obtaining the required shareholder approval of the Amalgamation and applicable regulatory approvals required with respect to the Amalgamation. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Company disclaims any intent or obligation to update forward-looking statements or information except as required by law, and the reader is referred to the full discussion of the Company’s business contained in the Company’s reports filed with the securities regulatory authorities in Canada at www.sedar.com.
Scott C. Kellaway
Family Memorials Inc.
(807) 577-6463
familymemorials@tbaytel.net