LWP Capital Inc.

February 23, 2016 18:39 ET

LWP Capital Inc. Provides Update on Liquidation Proceedings

TORONTO, ONTARIO--(Marketwired - Feb. 23, 2016) - LWP Capital Inc. (TSX:LWP) (formerly "Legumex Walker Inc.") ("LWP" or the "Company"), by KSV Advisory Inc., in its capacity as the Court-appointed liquidator of LWP (the "Liquidator"), today announced that it has received an objection notice (the "Objection Notice") from The Scoular Company (the "Purchaser") objecting to the Company's calculation of the Closing Working Capital set out in the Company's Closing Statement delivered pursuant to Section 2.7(3) of the Asset Purchase Agreement dated September 14, 2015, entered into among the Purchaser, the Company and certain wholly-owned subsidiaries of LWP, as amended (the "Asset Purchase Agreement").

The Liquidator provides the following update on this matter:

  • The calculation prepared by the Purchaser contemplates a downward adjustment to the purchase price of approximately CAD$19 million;
  • The Liquidator intends to provide an update once the Closing Working Capital has been definitively determined;
  • If the Closing Working Capital is not definitively determined in a manner that is favorable to the Company, the funds available for distribution to shareholders may be materially less than the range of CAD$1.69 to CAD$1.98 per share disclosed in the Company's press release dated November 23, 2015; and
  • The Purchaser's Objection Notice may not address all adjustments or claims which the Purchaser may advance under the Asset Purchase Agreement and/or the Court supervised claims process which is presently being administered by the Liquidator. The results of the claims process will be made available by the Liquidator following the claims bar date of March 15, 2016.

All Court materials filed and updates on the status of the liquidation proceedings will be available on the Liquidator's website at www.ksvadvisory.com.

Cautionary Note on Forward-looking Statements

This press release contains "forward-looking information" within the meaning of Canadian securities laws which may include, but is not limited to, statements relating to the determination of Closing Working Capital, the final purchase price, the timing and amount of distributions to shareholders and the effectiveness of the plan of liquidation. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including the risk that the amount of the Closing Working Capital will be definitively determined or resolved adversely to the Company, the risk that the net proceeds of the sale of the Special Crops Division pursuant to the Asset Purchase Agreement will be less than previously disclosed and expenses of the Company will exceed the amount estimated by the Company, the risk that distributions to shareholders will be delayed, the risk that the Closing Working Capital will not be determined within the time frame expected, as well as those factors referred to in the section entitled "Risk Factors" in the Company's Management Information Circular dated October 12, 2015 as amended by the Addendum dated October 26, 2015, in the Management's Discussion and Analysis for the period ended September 30, 2015 and in the Annual Information Form dated March 31, 2015 which are available on SEDAR at www.sedar.com and should be reviewed in conjunction with this press release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Although the Company believes the assumptions inherent in forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this press release. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

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