Zuni Holdings Inc.
TSX VENTURE : ZNI.H

December 22, 2010 14:50 ET

Pacific Safety Products and Zuni Holdings Obtain Shareholder Approval for Arrangement

TORONTO, ONTARIO--(Marketwire - Dec. 22, 2010) - Zuni Holdings Inc. (TSX VENTURE:ZNI.H) ("Zuni") and Pacific Safety Products Inc. (TSX VENTURE:PSP) ("PSP" or the "Company") today announced that PSP and Zuni's shareholders have approved the proposed acquisition of Zuni's outstanding common shares in exchange for PSP common shares at an agreed exchange ratio of one PSP common share for each Zuni common share. At the special meeting of shareholders held this morning for Zuni shareholders and at the annual and special meeting of shareholders held this afternoon for PSP shareholders, the transaction was approved by 99.49% of the votes cast by Zuni shareholders out of a total of 18,846,929 Zuni common shares voted and by 91.08% of the votes cast by PSP shareholders out of a total of 7,565,673 PSP common shares voted.

The closing of the transaction, which is being carried out by way of a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario), remains subject to final court approval as well as the satisfaction or waiver of the conditions specified in the Arrangement Agreement entered into on November 17, 2010 by and among PSP, Zuni and 2263671 Ontario Inc., a wholly owned subsidiary of PSP. An application for final court approval is scheduled to be heard by the Ontario Superior Court of Justice on December 29, 2010. If court approval is obtained and the conditions to closing are satisfied or waived, the arrangement is expected to be effective on December 31, 2010.

Further details regarding the terms of the transaction are set out in the joint management information circular of PSP and Zuni dated November 24, 2010, which is available on the Canadian SEDAR website at www.sedar.com.

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, and protective products against chemical and biological hazards. PSP is the largest body armour manufacturer in Canada, directly supplying the Canadian Department of Defence, Federal Government Agencies and major Canadian law enforcement organizations. The Company also provides specialized law enforcement and safety products through APS Distributors, a division of PSP that services law enforcement and public safety agencies across the country. The Company, through its U.S. subsidiary Sentry Armor Systems Inc., provides body armour products to U.S. based law enforcement and private security firms. The Company also produces tactical clothing. Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.

About Zuni

Zuni Holdings Inc. has recently completed a number of significant transactions including the sale of its core aerospace business to 3M Canada Holdings Ltd. and subsequent special cash distributions to shareholders by way of return of capital in the amount of $0.26 per common share. Zuni is a reporting issuer in Ontario and Alberta and publicly trades under the symbol ZNI.H on the NEX board of the TSX Venture Exchange.

For complete consolidated financial statements with notes and management discussion and analysis, refer to SEDAR (www.sedar.com).

Forward-Looking Statements: This news release contains forward-looking statements based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the Company's growth strategy, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents which may be filed with the British Columbia Securities Commission, the Alberta Securities Commission, the Ontario Securities Commission, the TSX Venture Exchange, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, obtaining final court approval and the completion of the transaction. These forward-looking statements represent management's best judgment based on current facts and assumptions that management considers reasonable, including that the parties will be able to consummate the transaction as set out in the Arrangement Agreement, that all necessary approvals will be obtained from the shareholders of Zuni and PSP, that all third party regulatory and governmental approvals to the transaction will be obtained and all other conditions to completion of the transaction will be satisfied or waived. The companies make no representation that reasonable business people in possession of the same information would reach the same conclusions. Forward-looking statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents which may be filed with applicable Canadian securities regulatory authorities and the TSX Venture Exchange could cause results to differ materially from those stated.

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

  • Zuni Holdings Inc.
    Dirk Schlimm
    Chairman
    (416) 361-6068
    or
    Zuni Holdings Inc.
    Nicholas Dobbek
    Corporate Secretary
    (416) 361-6068