BAM Investments Corp.

BAM Investments Corp.

April 25, 2011 17:40 ET

BAM Investments Corp. Announces Substantial Issuer Bid

TORONTO, ONTARIO--(Marketwire - April 25, 2011) - BAM Investments Corp. (the company) (TSX VENTURE:BNB) announced today it is proceeding with a substantial issuer bid to purchase for cancellation up to 5,000,000 common shares at a price per share of CAD$16.75. The offer will expire at 5:00 p.m. (Toronto time) on June 9, 2011 unless the offer is extended, varied or withdrawn by the company. Shareholders will receive the purchase price, payable in cash, for common shares tendered, subject to any applicable withholding taxes. If the aggregate number of common shares properly deposited exceeds 5,000,000, such shares will be purchased on a pro rata basis, subject to the terms of the offer.

The offer will be funded from cash resources and will be offered to all shareholders of the company. The formal offer documents to be mailed to shareholders will contain the full terms and conditions of the offer and instructions for tendering common shares. The offer documents are expected to be mailed to shareholders in the next ten days.

The company is also mailing to its shareholders and will file on SEDAR a notice of annual and special meeting of shareholders and management proxy circular setting out certain matters to be considered by shareholders at the annual and special meeting to be held at 10:00 a.m. (Toronto time) on May 25, 2011.

At the annual and special meeting, the company intends to ask shareholders to authorize a new class of non-voting shares. Each common share of the company will be convertible into one non-voting share. Except for voting rights, the non-voting shares will be equal to the common shares in all respects. The non-voting shares will not be listed on the TSXV. The introduction of a class of non-voting shares will allow the company's major shareholder, which currently holds 49% of the common shares, to exchange common shares into non-voting shares prior to the consummation of the offer. This will allow the company to repurchase more common shares from other shareholders pursuant to the offer or any subsequent repurchase of common shares than it might otherwise be able to without the major shareholder's voting interest increasing to greater than 50% It is a condition to the offer that shareholders have authorized the new class of non-voting shares.

This news release includes forward-looking information within the meaning of Canadian provincial securities laws. Forward-looking statements in this news release include statements with respect to the offer to purchase common shares and the amending of the articles to authorize a new class of non-voting shares. Although the company believes that such statements are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors. Reference is made to the most recent Annual Information Form for a description of the major risk factors. When relying on our forward-looking statements to make decisions with respect to the company, investors and others should carefully consider such factors and other uncertainties and potential events. Except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

Contact Information

  • BAM Investments Corp.
    Edward C. Kress
    (416) 956-5140