CALGARY, ALBERTA--(Marketwired - Aug. 25, 2014) - BEAUMONT SELECT CORPORATIONS INC. ("Beaumont" or the "Corporation") (TSX VENTURE:BMN.A) wishes to announce that the Corporation intends to proceed with a going private transaction that will result in Winston Ho Fatt, the Chief Executive Officer, President and a director of the Corporation, members of his family and corporations beneficially owned by them (the "Continuing Shareholders") becoming the only shareholders of Beaumont and all other shareholders of Beaumont (the "Minority Shareholders") receiving $2.05 in cash for each of their class "A" common shares of the Corporation (the "Beaumont Shares"). Beaumont will be taken private by amalgamating with 1842492 Alberta Ltd., a newly incorporated wholly-owned subsidiary of the Corporation (the "Amalgamation"), to form an amalgamated company to be named "Beaumont Select Corporations Inc."
The Continuing Shareholders beneficially own or exercise control or direction over 15,346,125 Beaumont Shares representing 94.93% of the outstanding Beaumont Shares. The remaining 819,972 Beaumont Shares are held by the Minority Shareholders, representing 5.07% of the outstanding Beaumont Shares.
The board of directors of Beaumont (the "Beaumont Board") (other than Winston Ho Fatt, who did not vote on matters concerning the Amalgamation due to conflicts of interest), after consulting with its legal counsel and after careful consideration of, among other things, the recommendation of an independent committee of the Beaumont Board has approved the going private transaction by way of the Amalgamation.
The proposed going private transaction by way of the Amalgamation is subject to customary stock exchange approval as well as the approval of the holders of at least 66 2/3% of the outstanding Beaumont Shares at a special meetings of shareholders expected to be held in late October 2014. An information circular pertaining to the proposed going private transaction by way of the Amalgamation is expected to be mailed by Beaumont to its shareholders in late September 2014.
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
Certain statements and other information contained in this press release constitute forward-looking information. This forward-looking information relates to future events or future performance. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "future", "continue" or similar expressions or the negatives thereof.
In particular, this press release contains forward-looking information pertaining to the timing of the special meeting of shareholders and mailing of the information circular in respect thereto and the implementation of the going private transaction. By its very nature, forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Beaumont believes the expectations reflected in that forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release.
Some of the risks that could cause results to differ materially from those expressed in the forward-looking information include the inability to obtain stock exchange and shareholder approval of the Amalgamation. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. Except as required by law, Beaumont does not undertake any obligation to publicly update or revise any forward-looking information and readers.