VANCOUVER, BC, June 30, 2022 /CNW/ - Avcorp Industries Inc. (TSX: AVP) (the "Company" or "Avcorp") is pleased to announce that, at the annual general and special meeting (the "Meeting") of holders of common shares ("Shareholders") and options ("Optionholders", and together with the Shareholders, the "Securityholders") held today, the Securityholders overwhelmingly voted in favour of the special resolution (the "Arrangement Resolution") to approve the previously announced plan of arrangement (the "Arrangement") with Latécoère S.A. (the "Purchaser") pursuant to which a subsidiary of the Purchaser will acquire all of the issued and outstanding common shares of Avcorp (each, an "Avcorp Share") for cash consideration of $0.11 per Avcorp Share. Further, options (the "Avcorp Options") exercisable to acquire Avcorp Shares outstanding immediately prior to the effective time of the Arrangement will automatically vest and be cancelled in exchange for a cash payment from the Company equal to the amount (if any) by which $0.11 exceeds the exercise price of such Avcorp Option.
In addition to the approval of the Arrangement, all proposed director nominees were duly elected by Shareholders as directors of the Company for the ensuing year. The directors are David Levi, Amandeep Kaler, Elizabeth Otis, Jaap Rosen, and Ken Robertson. The Shareholders also approved (i) the re-appointment of Ernst & Young LLP as the auditor of the Company for the ensuing year and authorized the directors of the Company to fix the remuneration to be paid to the auditor, (ii) the continuation of the Company's 15% rolling Stock Option Plan including the grant of all available and unallocated Avcorp Options thereunder, and (iii) the Company's board of directors' approach to executive compensation on an advisory basis.
Holders of a total of 312,582,804 Avcorp Shares were represented in person or by proxy at the Meeting, which constituted a quorum of Shareholders, and represented 84.27% of the 370,931,127 issued and outstanding Avcorp Shares entitled to vote as of May 24, 2022, the record date for the Meeting.
The Arrangement Resolution required the approval of (i) at least two-thirds (66⅔%) of the votes cast by the Shareholders, (ii) at least two-thirds (66⅔%) of the votes cast by the Securityholders, voting together as a single class, and (iii) at least a simple majority of the votes cast by Shareholders, excluding votes from certain Shareholders as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Of the votes cast at the Meeting, 99.01% of the votes cast by Shareholders (99.00% after excluding Avcorp Shares required to be excluded under MI 61-101) and 99.07% of the votes cast by Securityholders voting as a single class were in favour of the Arrangement Resolution.
The Company will seek a final order (the "Final Order") of the British Columbia Supreme Court (the "Court") to approve the Arrangement on July 5, 2022. Completion of the Arrangement is subject to the satisfaction of customary closing conditions for a transaction of this nature, including receipt of the Final Order. Subject to the satisfaction (or waiver) of the conditions precedent, it is expected that the Arrangement will be completed in Q3 2022. Following completion of the Arrangement it is expected that the Avcorp Shares will be delisted from the Toronto Stock Exchange (the "TSX").
The Avcorp Group designs and builds major airframe structures for some of the world's leading aircraft companies, including BAE Systems, Boeing, Bombardier, Lockheed Martin and Subaru Corporation. The Avcorp Group has more than 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 metallic and composite aerostructures assembly and integration; Avcorp Engineered Composites located in Burlington Ontario, Canada is dedicated to design and manufacture of composite aerostructures, and Avcorp Composite Fabrication located in Gardena California, USA has advanced composite aerostructures fabrication capabilities for composite aerostructures. The Avcorp Group offers integrated composite and metallic aircraft structures to aircraft manufacturers, a distinct advantage in the pursuit of contracts for new aircraft designs, which require lower-cost, light-weight, strong, reliable structures. Comtek Advanced Structures Ltd., at our Burlington, Ontario, Canada location also provides aircraft operators with aircraft structural component repair services for commercial aircraft.
Avcorp Composite Fabrication Inc. is wholly owned by Avcorp US Holdings Inc. Both companies are incorporated in the State of Delaware, USA, and are wholly owned subsidiaries of Avcorp Industries Inc.
Comtek Advanced Structures Ltd., incorporated in the Province of Ontario, Canada, is a wholly owned subsidiary of Avcorp Industries Inc.
Avcorp Industries Inc. is a federally incorporated reporting company in Canada and traded on the Toronto Stock Exchange (TSX:AVP).
CHIEF EXECUTIVE OFFICER
Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. Forward-looking information in this news release relates to, among other things: the timing and receipt of required court, stock exchange and regulatory approvals for the Arrangement; the ability of Avcorp and the Purchaser to satisfy the other conditions to, and to complete, the Arrangement; and the completion of the Arrangement including the timing of completion and the delisting of the Avcorp Shares from the TSX.
These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant uncertainties and contingencies. Many factors, both known and unknown could cause actual results, performance or achievements to be materially different 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. Such factors include, without limitation, the satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary court and regulatory approvals or consents and lack of material changes with respect to Avcorp and its business, all as more particularly set forth in the arrangement agreement dated May 4, 2022 between the Company and the Purchaser, as amended (the "Arrangement Agreement"). In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, the Company has made certain assumptions that management believes are reasonable at this time. These dates may change for a number of reasons, including inability to secure necessary court and regulatory approvals in the time anticipated or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. In addition, in the event the Arrangement Agreement is terminated in certain circumstances, Avcorp may be required to pay a termination fee to the Purchaser, the result of which could have a material adverse effect on Avcorp's financial position and results of operations and its ability to fund growth prospects and current operations. The forward-looking information in this news release describes the Company's expectations as of the date of this news 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, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.
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SOURCE Avcorp Industries Inc.
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