Polyair Inter Pack Inc.
NEX BOARD : PPK.H

Polyair Inter Pack Inc.

June 11, 2009 17:29 ET

Polyair Inter Pack Inc. Announces Proposed Share Consolidation and Privatization Recommended by Committee of Independent Directors

TORONTO, ONTARIO--(Marketwire - June 11, 2009) - Polyair Inter Pack Inc. ("PPK" or the "Company") (NEX BOARD:PPK.H), a North American producer of protective packaging products, announced today that, pursuant to a request by its 98.02% controlling shareholder, Glencoe Skydome Holdings, L.P. ("GSH"), it will be asking shareholders to vote on a proposed going private transaction (the "Transaction").

The Transaction will be structured as a consolidation of PPK's common shares. Upon completion of the Transaction, the sole shareholder of PPK will be GSH. The consideration to be paid to shareholders will be $0.05 per common share. Yesterday's closing price per common share on the NEX Board of the TSX Venture Exchange was $0.03. The shareholder meeting (the "Meeting") at which the Transaction will be presented to PPK's shareholders is scheduled to be held on July 13, 2009. The record date for the meeting was June 8, 2009 and meeting materials are expected to be mailed by June 19, 2009.

The Transaction was reviewed by a committee of independent directors, comprised of Messrs. Sol D. Nayman and Sidney Greenberg, which retained independent legal advisors to assist it in that review. The committee of independent directors recommended that PPK's Board of Directors put the proposed transaction to a vote of PPK's shareholders.

In order to become effective, the Transaction must be approved by at least two-thirds of the votes cast by holders of common shares present or represented by proxy at the Meeting and entitled to vote on the resolution. GSH has informed the Company that it intends to vote the shares owned by it in favour of the Transaction. As GSH owns in excess of two-thirds of the issued and outstanding common shares, it is expected that the Transaction will be approved at the Meeting.

The Transaction will be exempt from certain requirements provided in applicable securities regulations. In particular, the requirement to engage an independent valuator to prepare a formal valuation of the common shares will not apply, since none of PPK's shares are listed or quoted on any exchanges or markets listed in applicable securities regulations. Additionally, the Transaction will also be exempt from the requirement to obtain the approval of a majority of the votes cast by minority shareholders, since GSH beneficially owns in excess of 90% of the common shares and holders of the common shares will be afforded rights of dissent and appraisal in respect of the Transaction in accordance with applicable corporate legislation.

If the consolidation is approved at the Meeting, PPK will amend its articles to implement the proposed consolidation and will subsequently de-list its common shares from the NEX Board of the TSX Venture Exchange and apply to cease to be a reporting issuer in Canada, reverting to private company status. If the consolidation is approved, the implementation is expected to occur on or about July 14, 2009.

Polyair Inter Pack Inc. (www.polyair.com) manufactures and distributes a wide range of protective packaging products and swimming pool solar covers in North America. The Company operates eight manufacturing facilities, seven of which are in the USA where it generates the majority of its sales.

Certain information included in this news release contains statements that are forward-looking, such as statements relating to anticipated future revenues and profitability of the Company. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of Polyair Inter Pack Inc. In addition, Polyair Inter Pack Inc. expressly disclaims any obligation to publicly update or alter its previously issued forward-looking statements.

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

  • Polyair Inter Pack Inc.
    Stysia Reay
    Investor Relations
    416-679-6591
    or
    Polyair Inter Pack Inc.
    Michael McEntee
    Chief Financial Officer
    416-679-6572