Pacific Safety Products Inc.

Pacific Safety Products Inc.

December 19, 2016 12:19 ET

Acquisition of Pacific Safety Products Inc. By Med-Eng Holdings ULC Approved at Annual and Special Meeting

ARNPRIOR, ONTARIO--(Marketwired - Dec. 19, 2016) - Pacific Safety Products Inc. (TSX VENTURE:PSP) ("PSP" or the "Company"), a leading manufacturer of advanced armour and personal protection solutions, is pleased to announce that at the annual and special meeting of shareholders of PSP held today, shareholders approved, among other things, a special resolution in respect of the previously announced plan of arrangement involving PSP and Med-Eng Holdings ULC (the "Buyer"), an indirect Canadian wholly-owned subsidiary of Safariland, LLC, pursuant to Section 192 of the Canada Business Corporations Act (the "Arrangement"). The Arrangement was approved by approximately 97.51% of the votes cast by shareholders present in person or represented by proxy at the meeting.

Pursuant to the Arrangement, (i) the Buyer will acquire all of the issued and outstanding common shares of PSP for $0.21 per share in cash; (ii) the Buyer will acquire the common shares of PSP issued upon conversion of outstanding convertible debentures in the aggregate principal amount of $749,000, which are convertible at a price of $0.15 per common share; and (iii) each stock option of the Company outstanding immediately prior to the effective time of the Arrangement will be cancelled in exchange for a cash payment equal to the amount by which the consideration per common share payable pursuant to the Arrangement exceeds the exercise price of such option. Total cash consideration of approximately $15.4 million will be paid for PSP's common shares, convertible debentures and stock options.

It is anticipated that the Arrangement will be completed on or about December 22, 2016, subject to satisfaction or waiver of all conditions to closing set out in the arrangement agreement dated November 10, 2016, as amended, between PSP and the Buyer.

Trading of the common shares of PSP is currently halted and will remain halted pending delisting, which is anticipated to occur subsequent to the closing of the Arrangement.

About PSP: The mission statement of PSP is ...we bring everyday heroes home safely®. PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, tactical clothing, and protective products against chemical and biological hazards. PSP is the largest body armour manufacturer in Canada, directly supplying the Canadian Department of National Defence, Federal Government Agencies and major Canadian law enforcement organizations. The Company, through its U.S. subsidiary GH Armor Systems Inc., provides body armour products under the GH Armor Systems® brand to U.S. based law enforcement and private security firms. The Company also produces tactical clothing. Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.

About Safariland and Med-Eng Holdings ULC:

The Safariland Group is a leading global provider of a diverse range of safety and survivability products designed for the public safety, military, professional and outdoor markets. The Safariland Group offers a number of recognized brand names in these markets including Safariland®, Med-Eng®, ABA®, Second Chance®, VIEVU®, Mustang Survival®, Bianchi®, Break Free®, Protech® Tactical, Defense Technology®, Hatch®, Monadnock®, Identicator® and NIK®. The Safariland Group's mission, "Together, We Save Lives", is inherent in the lifesaving and protective products it delivers. The Safariland Group is headquartered in Jacksonville, Florida. The Safariland Group is a trade name of Safariland, LLC.

Med-Eng Holdings ULC, a Canadian-based company, is a leading global brand of explosive ordnance disposal equipment and holds 35 years of expertise and market leadership. Med-Eng bomb disposal, tactical and demining suits and helmets are trusted by defense forces, public safety and humanitarian demining agencies in 100 countries. In addition, Med-Eng Holdings ULC offers a full suite of remotely operated vehicles (ROVs, or robots), the HAL® brand of hook and line systems, and a vast array of search specialty tools for EOD/IEDD and military UXO (unexploded ordnance) operations.

Forward-Looking Information: This news release contains certain statements which may constitute "forward-looking information" within the meaning of applicable securities laws. These statements relate to anticipated or assumed events or results and, in some cases, can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms. The forward-looking events and circumstances discussed in this news release, including statements regarding expectations as to whether the Arrangement will be completed, the satisfaction of conditions to the Arrangement and the timing for completing the Arrangement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Pacific Safety Products Inc.
    Terry Vaudry
    Chief Executive Officer
    (613) 623-6001

    PSP / Safariland / Med-Eng Holdings ULC:
    Jonathan Keehner / Tim Ragones / Aura Reinhard
    Joele Frank, Wilkinson Brimmer Katcher
    (212) 355-4449