Planet Organic Health Corp.

Planet Organic Health Corp.

May 21, 2010 11:18 ET

Planet Organic Health Corp.: Corporate Update

EDMONTON, ALBERTA--(Marketwire - May 21, 2010) - Planet Organic Health Corp. (TSX VENTURE:POH) Mr. Darren Krissie, Executive Vice President of Planet Organic Health Corp. (the "Corporation") announces that, the Corporation and its Canadian subsidiary that had previously filed for creditor protection under the Companies' Creditors Arrangement Act have obtained an order from the Ontario Superior Court of Justice ("Court") further extending, to June 18, 2010, the stay of proceedings that was previously granted by the Court. The purpose of the stay of proceedings is to provide sufficient time to enable the Corporation to continue with its restructuring efforts.

The Corporation also announces that it and its wholly owned subsidiary, Darwen Holdings Inc. ("Darwen") have entered into an Acquisition Agreement dated May 19, 2010 with The Catalyst Capital Group Inc., on behalf of funds managed by it ("Catalyst") in connection with the proposed acquisition by Catalyst of substantially all of the assets of the Corporation and Darwen. The transaction is arm's length and is subject to Court approval, which the Corporation will seek at a hearing to be scheduled shortly. The sale is also subject to other customary closing conditions including the approval of the transaction from the TXV Venture Exchange. The Corporation will receive no cash consideration as a result of the sale of its assets. On the closing date, Catalyst will acquire the assets in consequence of the Corporation's and Darwen's failure to pay amounts owing to Catalyst under the convertible notes. The Corporation will work diligently with Catalyst towards an expected closing date on or before June 7, 2010, subject to the timing of obtaining Court approval. If approved by the Court, Catalyst will acquire all of the Corporation's operating assets in Canada and the U.S. After giving effect to the transaction, the Corporation will not have any operating assets or active business.

Additionally, the Corporation announces that as part of the Corporation's continuing effort to restructure its financial affairs under the protection of the Companies' Creditors Arrangement Act, it brought a motion on May 12, 2010 to adjourn and postpone the May 14, 2010 Annual General Meeting of the shareholders. The motion was heard in part on May 12, 2010 and the balance of the motion was heard on, May 17, 2010 resulting in the Corporation obtaining on May 20, 2010 an order from the Court permitting the adjournment and postponement of the Annual General Meeting that was scheduled to take place on May 21, 2010. The adjournment and postponement will allow the Corporation's senior management to fully focus on the finalizing the comprehensive restructuring plan with Catalyst. Further details of the date of Annual General Meeting will be announced in due course.

The Corporation's operating plans are unaffected by today's announcement. All retail outlets will continue to operate in Canada and the U.S. without disruption to existing customers,employees, or suppliers

For further information:

Please refer to Deloitte & Touche Inc.'s website for access to court documents:

Forward-Looking Statements

Note: This press release contains forward-looking information and forward-looking statements within the meaning of Canadian provincial securities laws. These forward-looking statements include, among others, statements with respect to the timing and continuance of the CCAA protection, the uncertainty involved in the court proceedings, the restructuring process, potential opportunities for the restructured business and ongoing operation of certain of the Company's retail grocery outlets. The words "plan", "remain", "will", "continue", "seek", "pursue", ""opportunity", "grow", "progress", variations of those words and other words and expressions which may be predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements. Factors that could cause actual results of the restructuring to differ materially from those set forth in the forward-looking statements include: general economic conditions; demand for the Company's products; unforeseen administrative, legal, operational or production issues; cost of materials; sales and marketing performance; and, other risks detailed from time to time in the documents filed by the Company with the securities regulators in Canada. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

  • Planet Organic Health Corp.
    Darren Krissie
    Executive Vice President
    (780) 719-4667