Humpty's Restaurants International Inc.

Humpty's Restaurants International Inc.

October 01, 2009 12:52 ET

Humpty's Announces Closing of Its "Going Private" Plan of Arrangement Transaction

CALGARY, ALBERTA--(Marketwire - Oct. 1, 2009) - Humpty's Restaurants International Inc. (TSX VENTURE:HMP) (the "Corporation") is pleased to announce that on September 30, 2009 it closed the previously announced going-private transaction, pursuant to a plan of arrangement (the "Arrangement") under section 193 of the Business Corporations Act (Alberta) (the "ABCA") involving the Corporation, the shareholders of the Corporation and 823533 Alberta Ltd. (the "Purchaser"). Under terms of the Arrangement, the Purchaser has acquired 6,974,680 common shares of the Corporation at $0.26 per share, being all of the issued and outstanding common shares of the Corporation not already owned by the Purchaser or the beneficial shareholders of the Purchaser.

An annual general and special shareholders meeting was held August 31, 2009 whereby the minority shareholders of the Corporation approved the Arrangement. The Court of Queen's Bench of Alberta approved the Arrangement by granting a final court order August 31, 2009. Articles of Arrangement and the final court order, giving effect to the Arrangement under the ABCA, where filed with the Alberta Registrar of Corporations on September 30, 2009. A bulletin of the TSX Venture Exchange announcing the de-listing of the common shares of the Corporation is anticipated to be issued today with the de-listing of the common shares to occur October 2, 2009.

"This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."

This news release shall not constitute an offer to sell or the solicitation of any offer to buy securities of the Corporation in any jurisdiction, including the United States. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and have not been and will not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Neither 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.

Contact Information

  • Humpty's Restaurants International Inc.
    Don Koenig
    President and CEO
    (403) 269-4675
    Humpty's Restaurants International Inc.
    Bert Messier
    Director of the Corporation
    (403) 283-3200