Steeplejack Industrial Group Inc.
TSX : SID

Steeplejack Industrial Group Inc.

August 14, 2007 17:34 ET

Steeplejack Industrial Group Inc. Announces Special Meeting of Shareholders and Optionholders

CALGARY, ALBERTA--(Marketwire - Aug. 14, 2007) - Steeplejack Industrial Group Inc. ("Steeplejack") (TSX:SID) announces that it has called a Special Meeting of Shareholders and Optionholders to be held on Tuesday, September 18, 2007 at 10:00 a.m. (Edmonton time) in Edmonton, Alberta. The record date for the determination of Shareholders and Optionholders entitled to receive notice of and vote at the Special Meeting will, subject to Court approval, be the close of business on August 3, 2007. At the meeting, Shareholders and Optionholders will be asked to approve a special resolution approving a plan of arrangement involving Steeplejack, 1338012 Alberta Ltd. ("Acquisition Sub"), the Shareholders and Optionholders pursuant to section 193 of the Business Corporations Act (Alberta).

As previously announced on July 23, 2007, Steeplejack has entered into an Arrangement Agreement to be acquired by Acquisition Sub, an affiliate of Brock Holdings III, Inc. ("Brock") by way of a plan of arrangement. The Arrangement provides that Shareholders will receive cash consideration (all in Canadian currency) of $11.50 per Common Share and Optionholders will receive cash consideration (all in Canadian currency) per option equal to the difference between $11.50 and the exercise price of such option. In addition to approval by Shareholders and Optionholders, the Arrangement is also subject to the approval of the Court of Queen's Bench of Alberta in accordance with the arrangement provisions of the Business Corporations Act (Alberta), as well as certain other customary conditions. The Arrangement is currently expected to be completed on or about September 26, 2007.

Steeplejack also announces that it has entered into an amendment to the Arrangement Agreement to reflect in more detail the possibility of Brock obtaining alternative financing for the acquisition, the possible transfer of ownership of Acquisition Sub from Brock to an affiliate of Brock and the possible assignment by Acquisition Sub of its rights, interests and obligations under the Arrangement Agreement to an affiliate of Brock, in order to accommodate Brock's structuring plans.

The Arrangement Agreement, as amended, has been unanimously approved by the Steeplejack directors who recommend that Shareholders vote in favour of the Arrangement at the Special Meeting.

Steeplejack Industrial Group Inc. is a multi-service company providing comprehensive project management, manpower and equipment supply for its industrial scaffolding and insulation customers. The Company operates through nine branches and serves a diverse group of large industrial and commercial organizations in Alberta and Saskatchewan. For more information about Steeplejack, please visit www.steeplejack.ca.

The Brock Group, founded in 1947 and based in Texas, is a leading provider of scaffolding, coatings, insulation and other industrial specialty services with operations in North America, South America and the Caribbean. For more information about Brock, please visit www.brockgroup.com.

Contact Information

  • Steeplejack Industrial Group Inc.
    Pat Ross
    President and CEO
    (780) 465-9016
    or
    Steeplejack Industrial Group Inc.
    Nick Cristiano, CA
    Chief Financial Officer
    (780) 465-9016
    Email: request@steeplejack.ca
    Website: www.steeplejack.ca