Commercial Solutions Inc.

Commercial Solutions Inc.

December 04, 2013 17:53 ET

Commercial Solutions Obtains Interim Order for Plan of Arrangement

EDMONTON, ALBERTA--(Marketwired - Dec. 4, 2013) - COMMERCIAL SOLUTIONS INC. ("Commercial" or "Company") (TSX:CSA) today announced that it has obtained an interim order of the Court of Queen's Bench of Alberta (the "Interim Order"). The Interim Order provides for, among other things, the holding of a special meeting of the holders of common shares of Commercial (the "Special Meeting") to approve the previously announced statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) involving Motion Industries (Canada), Inc. ("Motion Canada"), an indirect wholly-owned subsidiary of Motion Industries, Inc. ("Motion Industries") and Genuine Parts Company.

The Special Meeting is scheduled to be held on January 28, 2014 at 9:00 a.m. at the Holiday Inn Conference CTR Edmonton South, 4485 Gateway Blvd NW Gateway Blvd, Edmonton, AB T6H 5C3. The record date for determining the shareholders entitled to receive notice of and to vote at the Special Meeting has been fixed to be the close of business on December 12, 2013. All shareholders are encouraged to vote in person or by proxy.

Commercial's Board of Directors has previously unanimously approved the Arrangement and has unanimously recommended that Commercial shareholders vote in favour of the resolution approving the Arrangement. As previously announced on December 2, 2013, Commercial entered into an arrangement agreement with Motion Canada pursuant to which Motion Canada, subject to certain conditions, agreed to acquire all of the issued and outstanding common shares of Commercial at a price of $1.07 in cash per common share.

Completion of the Arrangement is subject to customary closing conditions including, but not limited to, the approval of at least 66 2/3% of the votes cast in person or by proxy at the Special Meeting, as well as regulatory and final court approval.

A proxy circular will be prepared and mailed to Commercial's shareholders over the coming weeks providing shareholders with important information about the Arrangement. The proxy circular and the arrangement agreement will be available on SEDAR at

About Commercial

Headquartered in Edmonton, Alberta, Commercial is one of Canada's leading independent industrial distributors with 23 Services Centres and approximately 275 employees located across Canada. Commercial offers more than 160,000 items critical to maintenance repair and operations (MRO) and original equipment manufacturer (OEM) customers. The Company represents 450 leading manufacturers and serves over 11,000 customer accounts within a broad cross-section of industries, including oil and gas, forestry, food processing, chemical processing, mining and aggregate, utilities, agriculture and construction. Commercial trades under the symbol "CSA" on the Toronto Stock Exchange. For further information on the Company, please visit and for detailed financial information visit

About Motion Canada, Motion Industries and Genuine Parts Company

Motion Canada is an indirect wholly-owned subsidiary of Motion Industries and Genuine Parts Company (NYSE:GPC). Motion Industries is a leading industrial parts distributor of bearings, mechanical power transmission, electrical and industrial automation, hydraulic and industrial hoes, hydraulic and pneumatic components, industrial products, safety products and material handling. Motion Industries has over 550 operations including 14 distribution centers throughout North America and serves more than 150,000 customers from the food and beverage, pulp and paper, iron and steel, chemical, mining and aggregate, petrochemical, automotive, wood and lumber and pharmaceutical industries. Motion Industries, including its operations in the U.S., Canada and Mexico, had 2012 revenues of $4.5 billion. For further information, please visit

Genuine Parts Company is a distributor of automotive replacement parts in the U.S., Canada, Mexico and Australasia. The Company also distributes industrial replacement parts in the U.S., Canada and Mexico through its Motion Industries subsidiary. S. P. Richards Company, the Office Products Group, distributes business products nationwide in the U.S. and Canada. The Electrical/Electronic Group, EIS, Inc., distributes electrical and electronic components throughout the U.S., Canada and Mexico. Genuine Parts Company had 2012 revenues of $13.0 billion. For further information, please visit

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of Canadian securities law and other applicable securities legislation concerning the future performance by the Company, including, but not limited to, statements relating to the proposed acquisition by Motion Canada of all of the issued and outstanding common shares of the Company. All statements, other than statements of historical facts, that address activities, events, outcomes and other matters that the Company plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements. The completion of the above-mentioned proposed transaction is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, required regulatory approvals. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the terms and conditions contemplated in this news release.

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