Pacific Safety Products Inc.

Pacific Safety Products Inc.
Med-Eng Holdings ULC

Med-Eng Holdings ULC

December 22, 2016 10:50 ET

Med-Eng Holdings ULC Completes Acquisition of Pacific Safety Products Inc.

ARNPRIOR, ONTARIO--(Marketwired - Dec. 22, 2016) - Pacific Safety Products Inc. (TSX VENTURE:PSP) ("PSP" or the "Company") and Med-Eng Holdings ULC ("Med-Eng") announced today that they completed the previously announced arrangement (the "Arrangement") pursuant to which Med-Eng acquired all of the issued and outstanding common shares of PSP.

Med-Eng acquired all of PSP's outstanding common shares and also acquired the common shares of PSP issued upon conversion of outstanding convertible debentures in the aggregate principal amount of $749,000, which were convertible at a price of $0.15 per common share. In addition, each stock option of the Company outstanding immediately prior to the effective time of the Arrangement was cancelled in exchange for a cash payment equal to the amount by which the consideration per common share payable pursuant to the Arrangement exceeded the exercise price of such option. The consideration offered for the common shares under the Arrangement was $0.21 per share in cash. In total, Med-Eng acquired PSP's common shares, convertible debentures and stock options for total cash consideration of approximately $15.4 million.

PSP is expected to be delisted from the TSX Venture Exchange effective at the close of business on December 23, 2016 and intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

About PSP: The mission statement of Pacific Safety Products Inc. is ...we bring everyday heroes home safely®. PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, tactical clothing, and protective products against chemical and biological hazards. PSP is the largest body armour manufacturer in Canada, directly supplying the Canadian Department of National Defence, Federal Government Agencies and major Canadian law enforcement organizations. The Company, through its U.S. subsidiary GH Armor Systems Inc., provides body armour products under the GH Armor Systems® brand to U.S. based law enforcement and private security firms. The Company also produces tactical clothing.

About Safariland and Med-Eng Holdings ULC:

The Safariland Group is a leading global provider of a diverse range of safety and survivability products designed for the public safety, military, professional and outdoor markets. The Safariland Group offers a number of recognized brand names in these markets including Safariland®, Med-Eng®, ABA®, Second Chance®, VIEVU®, Mustang Survival®, Bianchi®, Break Free®, Protech® Tactical, Defense Technology®, Hatch®, Monadnock®, Identicator® and NIK®. The Safariland Group's mission, "Together, We Save Lives", is inherent in the lifesaving and protective products it delivers. The Safariland Group is headquartered in Jacksonville, Florida. The Safariland Group is a trade name of Safariland, LLC.

Med-Eng Holdings ULC, a Canadian-based company, is a leading global brand of explosive ordnance disposal equipment and holds 35 years of expertise and market leadership. Med-Eng bomb disposal, tactical and demining suits and helmets are trusted by defense forces, public safety and humanitarian demining agencies in 100 countries. In addition, Med-Eng Holdings ULC offers a full suite of remotely operated vehicles (ROVs, or robots), the HAL® brand of hook and line systems, and a vast array of search specialty tools for EOD/IEDD and military UXO (unexploded ordnance) operations.

Forward-Looking Information: This news release contains certain statements which may constitute "forward-looking information" within the meaning of applicable securities laws. These statements relate to anticipated or assumed events or results and, in some cases, can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms. The forward-looking events and circumstances discussed in this news release, including statements regarding the expected delisting of PSP's common shares and the anticipated filing of a cease to be a reporting issuer application may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • PSP / Safariland / Med-Eng Holdings ULC:
    Jonathan Keehner / Tim Ragones / Aura Reinhard
    Joele Frank, Wilkinson Brimmer Katcher
    (212) 355-4449