VANCOUVER, British Columbia, Nov. 10, 2021 (GLOBE NEWSWIRE) -- Allied Hotel Properties Inc. (TSX-V: AHP) (the “Company” or “Allied”) is pleased to announce that it has today filed and mailed its management information circular (the “Information Circular”) and related meeting and proxy materials (collectively, the “Meeting Materials”) for its special meeting of the holders of common shares (“Shares”) of the Company (the “Shareholders”) to be held on Monday, December 13, 2021 at 10:00 a.m. (Vancouver time) at Suite 300 – 515 West Pender Street, Vancouver, British Columbia, V6B 6H5 (the “Meeting”).
The purpose of the Meeting is to consider, and if thought advisable, to pass a special resolution, with or without variation (the “Arrangement Resolution”), approving the previously announced plan of arrangement with Allied Holdings Ltd. under the Business Corporations Act (British Columbia) (the “Arrangement”). Pursuant to the Arrangement, the Company will redeem all of the issued and outstanding Shares (other than those Shares currently owned by Allied Holdings) (the “Minority Shares”) by paying $0.28 in cash for each Minority Share (the “Consideration”).
The record date for determining the Shareholders that will be entitled to receive notice of and vote at the Meeting has been fixed as of the close of business on November 1, 2021 (the “Record Date”).
On November 5, 2021, the Company obtained an interim order (the “Interim Order”) of the Supreme Court of British Columbia (the “Court”), which, among other things, authorizes the calling and holding of the Meeting, stipulates the dissent rights granted to the Shareholders, and specifies certain other matters relating to the conduct of the Meeting. The granting of the Interim Order is a condition precedent to the completion of the Arrangement in addition to a final order of the Court concluding as to the the fairness of the terms and conditions of the Arrangement to Minority Shareholders participating in the Arrangement at a hearing to be held following the Meeting, in the event the Shareholders approve the Arrangement. In accordance with the Interim Order, the Meeting Materials have been mailed to the Shareholders and are also available under the Company’s profile on SEDAR at www.sedar.com.
Board Recommendation
After a thorough and careful review and consideration of the best interests of the Company, the terms of the Arrangement and its impact on the Minority Shareholders and the Company’s other stakeholders, a special committee (the “Special Committee”) comprised solely of independent directors of Allied, has unanimously concluded that the Consideration to be received by the Minority Shareholders pursuant to the Arrangement is fair to such Minority Shareholders and that the Arrangement is in the best interest of the Company. Accordingly, the Special Committee unanimously recommended that the Board (with interested directors abstaining from voting) approve the Arrangement Agreement and that Shareholders vote in favour of the Arrangement.
After a thorough and careful review and consideration of the best interest of the Company, and after receiving legal and financial advice and the recommendation of the Special Committee, the Board determined that the Arrangement is in the best interest of the Company and is fair to the Minority Shareholders.
ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE, THE BOARD (WITH INTERESTED DIRECTORS ABSTAINING FROM VOTING) RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.
Required Approvals
To be effective, the Arrangement Resolution must be approved by a special resolution passed by (i) at least two-thirds (66 ⅔%) of the votes cast by Shareholders (including Allied Holdings) who are present in person or represented by proxy at the Meeting; and (ii) a majority of the votes cast by Minority Shareholders, in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions who are present in person or represented by proxy at the Meeting. Holders of approximately 98.4% of the issued and outstanding Shares (and 94.7% of the issued and outstanding Minority Shares held by Minority Shareholders) as of the date of the Information Circular, representing the directors and/or officers of the Company, and certain specified Shareholders including Allied Holdings Ltd., Tradewinds (M) Berhad, CT Management Corporation, King George Financial Corporation and Netson Investments Ltd. (the "Specified Shareholders", and together with the directors and/or officers of the Company, the "Supporting Shareholders"), have entered into voting agreements, pursuant to which the Supporting Shareholders have agreed to vote in favour of the Arrangement.
The Shares are currently listed on the TSX Venture Exchange ("TSX-V"). Concurrent with the completion of the Arrangement, the Company intends to apply to have its Shares de-listed from the TSX-V. The Company also intends to apply to the applicable securities regulatory authorities to cease to be a reporting issuer in each province in which it is currently a reporting issuer.
Your vote is important. The Meeting Materials provide a description of the Arrangement and include certain additional information to assist Shareholders in considering how to vote on the Arrangement. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.
Whether or not you are able to attend, the Company encourage you to ensure that your Shares are voted at the Meeting by one of the means described in the Meeting Materials.
If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the form of proxy included in the Meeting Materials and deposit it with Computershare Investor Services Inc. ("Computershare") at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1, Attention: Proxy Department, by 10:00 a.m. (Vancouver time) on Thursday, December 9, 2021, or not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof at which the proxy is to be used.
If you are a non-registered Shareholder of the Company and receive the Meeting Materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.
If you have any questions relating to the Arrangement, please contact Michael F. Chan, at 604-669-5355 or by email at mikechan@alliedhotels.com. If you have any questions relating to the deposit of Minority Shares, please contact Computershare, at 1-800-564-6253 or by email at corporateactions@computershare.com.
The Arrangement is expected to close in December 2021, subject to obtaining all required approvals and consents, as well as satisfying all required conditions, but no later than March 31, 2022.
Due to the ongoing COVID-19 pandemic and recent Provincial and Federal guidance regarding public gatherings, Shareholders and proxyholders are strongly encouraged not to attend the Meeting in person so that the Company can mitigate potential risks to the health and safety of Shareholders, employees, and the community. There will be strict limitations on the number of persons permitted entry to the physical meeting location and guests will not be permitted entry. Rather, the Company urges all Shareholders to vote by proxy in advance of the Meeting date.
About Allied Hotel Properties Inc.
Allied is involved in the ownership, management and development of hotels and real estate in Canada, having a history of real estate development particularly where such development can be undertaken on hotel lands. On January 6, 2020 the Company completed the sale of all or substantially all of the assets of the Company. Interested parties can find further information at www.alliedhotels.com.
On behalf of the Board of Directors:
(signed) Michael F. Chan
Michael F. Chan
President, Chief Financial Officer, Secretary and Director
For more information please contact:
Allied Hotel Properties Inc.
Tel: 604-669-5335
Fax: 604-682-8131
e-mail: mikechan@alliedhotels.com
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.
Forward-Looking Information
This release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities legislation. All information contained herein that is not historical in nature may constitute forward-looking information. Often, but not always, forward-looking statements can be identified by the use of words such as “will” and “expected” or variations of such words and phrases. Forward-looking statements herein include, but are not limited to, statements regarding the anticipated Arrangement, including receipt of any required approvals, and the timing and anticipated benefits thereof and are based on management’s current expectations and assumptions. Those expectations and assumptions are currently considered reasonable by management but are inherently subject to business, market and economic risks, uncertainties, and contingencies which may cause the actual results, performance, or achievements of Allied to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
These forward-looking statements are based on management’s current expectations and beliefs but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. The Company disclaims any obligation to update, or to publicly announce, any such statements, events or developments except as required by law. Risk factors include, among others: the risk that the Arrangement may not close on a timely basis, the risk that the Arrangement Agreement may be terminated, the risk that all conditions precedent to the Arrangement may not be satisfied, the risk that Allied will incur costs and the risk that the market price for Shares may decline.
For additional information on these risks and uncertainties, see Allied’s most recently filed Annual MD&A (“MD&A”) and interim MD&A (“Interim MD&A”), which are available on SEDAR at www.sedar.com. The risk factors identified in the MD&A and Interim MD&A are not intended to represent a complete list of factors that could affect Allied. Accordingly, readers should not place undue reliance on forward-looking statements. Allied does not assume any obligation to update the forward-looking information contained in this press release, unless required by law.
