RMS Systems Inc.
TSX VENTURE : RMS

RMS Systems Inc.

November 27, 2013 18:08 ET

RMS Systems Inc. Announces Shareholder and Court Approval for Arrangement

CALGARY, ALBERTA--(Marketwired - Nov. 27, 2013) -

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RMS Systems Inc. (the "Corporation" or "RMS") (TSX VENTURE:RMS) is pleased to announce that at a special meeting (the "Meeting") held today, the holders of common shares of RMS (the "RMS Shareholders") approved the previously announced plan of arrangement (the "Arrangement") involving RMS and PHX Energy Services ("PHX"). RMS also obtained a final order from the Court of Queen's Bench of Alberta approving the Arrangement.

The Arrangement involves the acquisition by PHX of all of the issued and outstanding common shares of RMS (the "RMS Shares"), except for those currently held by PHX. The RMS Shareholders will receive, for each RMS Share held, 0.037209 of a common share of PHX.

The special resolution approving the Arrangement was approved at the Meeting by 100% of the votes cast by RMS Shareholders and 100% of the votes cast by RMS Shareholders, after excluding those required to be excluded by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

RMS and PHX expect the Arrangement to be completed on or about November 28, 2013. Following completion of the Arrangement, the RMS Shares will be delisted from the TSX Venture Exchange and RMS will apply to cease to be a reporting issuer under the securities laws of each of the provinces of Canada in which it is currently a reporting issuer.

Details of the Arrangement are contained in the management information circular of RMS dated October 28, 2013, which can be found at www.sedar.com.

Advisory Regarding Forward-Looking Statements

This press release contains forward-looking statements including anticipated timing of various matters relating to the completion of the Arrangement. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual events to differ from those anticipated. These risks include, but are not limited to: the risks associated with the completion of the Arrangement. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Except as required by applicable securities law, PHX and RMS undertake no obligation to update or revise any forward-looking statements.

This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information, regarding the Arrangement and the terms and conditions thereof.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE ENXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • RMS Systems Inc.
    Dave Hall
    President and Chief Executive Officer
    (403) 717-9694