Zedi Inc.

TSX VENTURE : ZED


Zedi Inc.

February 18, 2014 16:53 ET

Zedi Inc. Shareholders Approve Plan of Arrangement

CALGARY, ALBERTA--(Marketwired - Feb. 18, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Zedi Inc. (TSX VENTURE:ZED) ("Zedi" or the "Corporation") is pleased to announce that the holders of common shares (the "Zedi Shares") of Zedi (the "Zedi Shareholders") have approved the proposed business combination of Zedi and 1779958 Alberta Ltd. ("AcquisitionCo") pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Under the terms of the Arrangement, Zedi Shareholders will receive $1.05 in cash for each Zedi Share held. The Arrangement was approved by approximately 98.34% of the votes cast by Zedi Shareholders and 97.70% of the votes cast by Zedi Shareholders, after excluding the votes cast by persons whose votes may not be included in determining minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions, at the special meeting (the "Meeting") of Zedi Shareholders held today.

The Final Order in respect of the Arrangement was also granted today by the Court of Queen's Bench of Alberta.

The Arrangement is more fully described in the management information circular of Zedi dated as of January 17, 2014 and the accompanying Meeting materials which may be viewed under the Corporation's profile on SEDAR at www.sedar.com and on Zedi's website at www.zedi.ca.

The closing of the Arrangement is subject to the satisfaction of a number of conditions precedent customary for transactions of this nature. If these conditions are satisfied, it is expected that the Arrangement will close on February 20, 2014. The Zedi Shares are also expected to be delisted from the TSX Venture Exchange prior to markets opening on Monday, February 24, 2014.

Registered Zedi Shareholders are encouraged to complete, execute and submit the Letter of Transmittal included in their Meeting materials as soon as possible in order to receive the consideration to which they are entitled under the Arrangement. Any questions and requests for assistance in respect of the Letter of Transmittal may be directed to Valiant Trust Company at its telephone numbers and locations set out in the Letter of Transmittal.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Canadian securities laws. These forward-looking statements contain statements of intent, belief or current expectations of Zedi. Forward-looking information is often, but not always identified by the use of words such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "may", "will", "should", "could", "estimate", "predict" or similar words suggesting future outcomes or language suggesting an outlook.
The forward-looking statements included in this press release, including statements concerning the anticipated completion of the proposed Arrangement and the anticipated timing thereof, are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements and information concerning the anticipated completion of the Arrangement and the anticipated timing for completion of the Arrangement, Zedi has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.

Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Arrangement may not be completed on a timely basis, if at all; the conditions to the consummation of the Arrangement may not be satisfied; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Arrangement, Zedi's business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possibility that legal proceedings may be instituted against Zedi and/or others relating to the Arrangement and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in the termination of the Arrangement Agreement; risks regarding the failure of AcquisitionCo to obtain the necessary financing to complete the Arrangement; risks related to the diversion of management's attention from Zedi's ongoing business operations; risks related to obtaining the requisite consents to the Arrangement; other risks inherent in the oilfield services industry; and risks, including litigation, associated with Zedi's intellectual property and with the performance of Zedi's technology. The failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and Zedi continues as an independent entity, the announcement of the Arrangement and the dedication of substantial resources of Zedi to the completion of the Arrangement could have a material adverse impact on Zedi's share price, its current business relationships (including with future and prospective employees, customers, distributors, supplies and partners) and on the current and future operations, financial condition and prospects of Zedi. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

The forward-looking statements in this press release are made as of the date it was issued and Zedi does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that outcomes implied by forward-looking statements will not be achieved. Zedi cautions readers not to place undue reliance on these statements.

ABOUT ZEDI

Zedi Inc. (TSX VENTURE:ZED) helps the world's oil and gas producers be more productive, more profitable, and more sustainable through technology backed by expert consultation and services. Our 60 years of continuous operations in North America and recognition as one of the industry's best workplaces, sets us apart in the production operations landscape. With our unique combination of award-winning automation, data management, and field and professional services, we offer solutions to our customers' challenges and help them realize their production potential.

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 release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

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