TDZ Holdings Inc.

August 27, 2013 13:17 ET

TDZ Holdings Inc. Announces Final Distribution of Assets to Shareholders

TORONTO, ONTARIO--(Marketwired - Aug. 27, 2013) - TDZ Holdings Inc. ("TDZ") is pleased to announce a final distribution of approximately CAD $0.097 per common share (the "Distribution") to be paid to shareholders of record as of 5 o'clock p.m. (Toronto time) on the date hereof (the "Shareholders").

Background

At the Annual and Special Meeting held on June 26, 2012 (the "2012 Meeting"), holders of TDZ's common shares (the only issued and outstanding class of shares), authorized the distribution of TDZ's remaining assets - namely cash - to its shareholders prior to the voluntary dissolution of TDZ.

On the date hereof, the Board of Directors of TDZ unanimously passed a written resolution authorizing the Distribution.

Payment of Distribution

TDZ has entered an agreement with CIBC Mellon Trust Company (the "Agent"), whereby the Agent will act for and on behalf of TDZ in respect of the Distribution.

The Agent will mail to each Shareholder a cheque in respect of such Shareholder's entitlement under the Distribution on a date no later than five Business Days after the Shareholder Information Deadline (discussed below) (the "Distribution Mailing Date").

On the Distribution Mailing Date, the Agent will issue and mail to each Shareholder a cheque in respect of the amount payable to such shareholder under the Distribution. Each shareholder will have 180 days from the Distribution Date to deposit his/her/its cheque, after which time all amounts payable to shareholders whose cheques have not been deposited will be transferred to the Public Guardian and Trustee (Ontario) in trust for said shareholders.

Tax Treatment

Shareholders who are "non-residents" under the Income Tax Act (Canada) and who wish to apply for an exemption from withholding taxes applicable to their respective payments in respect of the Distribution must submit a completed Canada Revenue Agency Form NR-301 to the Agent by no later than 30 days from the date of this press release (the "Shareholder Information Deadline").

Shareholders entitled to participate in final distribution should consult the management information circular distributed in respect of the 2012 Meeting for an overview of the likely tax treatment of the Distribution. However, neither TDZ nor the Agent purport to provide legal and/or tax advice to any particular Shareholder, and each Shareholder should consult his/her/its own tax advisor(s) for guidance in respect of such shareholder's personal circumstances.

Dissolution of TDZ

As soon as practicable after the Distribution Mailing Date, TDZ intends to complete its voluntary dissolution and cease to be a reporting issuer by filing Articles of Dissolution with the Minister of Government Services (Ontario).

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates and projections of management of the Corporation. Such statements include, but are not limited to, statements about the Corporation's estimates of the per share amount that will be paid to the Shareholders in respect of the Distribution. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual outcomes, such as the aforementioned per share distribution amount, could vary materially from those expressed or implied by the forward-looking statements contained in this release. These forward-looking statements are made as of the date of this release and, subject to certain legal requirements, the Corporation is under no obligation to, and does not intend to, update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. All forward-looking statements attributable to the Corporation are expressly qualified by these cautionary statements.

Contact Information

  • TDZ Holdings Inc.
    Mr. Harvey Fruitman
    Executive Vice President, Secretary,
    and Chief Financial Officer
    (416) 661-9290