Seaway Energy Services Inc.

Seaway Energy Services Inc.

February 02, 2012 12:58 ET

Seaway Energy Confirms Minority Voters Reject Going Private Transaction

CALGARY, ALBERTA--(Marketwire - Feb. 2, 2012) - Seaway Energy Services Inc. ("Seaway" or "the Company") (TSX VENTURE:SEW): as an update to the Company's news release of January 6, 2011, the Company confirms that at today's annual general and special meeting of shareholders (the "Meeting"), the minority shareholders rejected the previously announced management sponsored going private transaction (the "Going Private Transaction") by the narrow margin of 50.57% (1,551,000 common shares) voted against and 49.43% (1,516,017 common shares) voted in favour, even though approximately 90% (13,225,017 common shares) of all votes cast at the Meeting were in favour of the Going Private Transaction.

Corporate legislation required the Going Private Transaction to be approved by at least two-thirds (66 2/3%) of the votes cast by shareholders present in person or represented by proxy at the Meeting. For the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, the Going Private Transaction required approval by a majority of the votes cast by the minority shareholders (being those shareholders other than other than Messrs. Jerry J. Budziak, President, CEO and a director of the Company, David A. Burroughs and Elias Foscolos, both of whom are directors of the Company, and their associates and affiliates, and all persons acting jointly or in concert with them, collectively, the "Majority Shareholders"), present in person or represented by proxy at the Meeting.

Shareholder approval of the Going Private Transaction would have resulted in the articles of the Company being amended to permit the redemption of its common shares (the "Common Shares"), as determined at the discretion of the Board of Directors, for the cash amount of $0.040 per share (the "Redemption"). Under the terms of a support agreement entered into between the Company and Messrs. Jerry J. Budziak, David A. Burroughs and Elias Foscolos (the "Support Agreement"), all Common Shares, other than the Common Shares held by the Majority Shareholders, were to be redeemed, leaving the Majority Shareholders as the remaining shareholders of the Company.

The Redemption would have provided minority shareholders of the Company with an opportunity to liquidate their holdings (commission free) at a premium of approximately 20% over $0.0332 per share 30-day volume weighted average price of the Common Shares on the TSX Venture Exchange (the "Exchange") on January 5, 2012, the last trading day prior to the announcement of the Support Agreement.

Also at the Meeting, shareholders re-appointed auditors for the Company, re-appointed Michael Windle, Jerry J. Budziak, David A. Burroughs and Elias Foscolos to the Board of Directors, and re-approved the Company's amended stock option plan.

The Company wishes to announce the appointments of Elias Foscolos as Chairman of the Board and Leigh Stewart to the office of Corporate Secretary. Mr. Stewart practices law at Davis LLP primarily in the area of corporate securities.

Neither the 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 news release.

Contact Information

  • Seaway Energy Services Inc
    Jerry J. Budziak
    President and CEO
    (403) 235-4486

    Seaway Energy Services Inc
    Michal Holub
    (403) 262 - 5256