Zuni Holdings Inc.
TSX VENTURE : ZNI.H

November 18, 2010 18:43 ET

Zuni Holdings Inc. and Pacific Safety Products Sign Arrangement Agreement and Obtain Interim Court Order for the Plan of Arrangement

TORONTO, ONTARIO--(Marketwire - Nov. 18, 2010) - Zuni Holdings Inc. (TSX VENTURE:ZUN.H) ("Zuni") and Pacific Safety Products Inc. (TSX VENTURE:PSP) ("PSP") are pleased to announce the signing of an arrangement agreement (the "Arrangement Agreement") to complete a business combination ("Merger") by way of a court approved plan of arrangement of Zuni (the "Plan of Arrangement"). Zuni and PSP previously announced that they had entered into a letter of intent to complete the Merger by joint press release on October 20, 2010. The Arrangement Agreement is expected to close on or before December 31, 2010; however the occurrence of the closing is subject to customary closing conditions, including, without limitation, PSP and Zuni obtaining shareholder approval and certain contractual and regulatory consents.

Under the Arrangement Agreement, PSP has agreed to acquire all of the outstanding common shares of Zuni in exchange for PSP common shares at an agreed exchange ratio of one PSP common share for each Zuni common share. A copy of the Arrangement Agreement is available on SEDAR at www.sedar.com.

The Ontario Superior Court of Justice has issued an interim order authorizing Zuni to call a special meeting of Zuni shareholders (the "Zuni Meeting") to approve the Plan of Arrangement. PSP will also hold an annual and special meeting of PSP shareholders (the "PSP Meeting") to approve the issuance of PSP common shares in connection with the Merger and the continuance of PSP under the Canada Business Corporations Act.

Zuni Meeting

The Zuni Meeting to approve the Plan of Arrangement will be held on December 22, 2010. The record date for determining the holders of common shares of Zuni that will be entitled to receive notice of and vote at the Zuni Meeting is November 22, 2010.

PSP Meeting

The PSP Meeting to approve, among other things, the issuance of PSP common shares in connection with the Merger and the continuance of PSP under the Canada Business Corporations Act will be held on December 22, 2010. The record date for determining the holders of common shares of PSP that will be entitled to receive notice of and vote at the PSP Meeting is November 22, 2010.

About Zuni

Zuni Holdings Inc. has recently completed a number of significant transactions including the sale of its core aerospace business to 3M Canada Holdings Ltd. and subsequent special cash distribution to shareholders by way of return of capital in the amount of $0.26 per common share. Zuni is a reporting issuer in Ontario and Alberta and publicly trades under the symbol ZNI.H on the NEX board of the TSX Venture Exchange.

About PSP

The mission statement of Pacific Safety Products Inc. is ...we bring everyday heroes home safely™. PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, and protective products against chemical and biological hazards. PSP is the largest armour manufacturer in Canada, directly supplying the Canadian Department of Defence, Federal Government Agencies and major Canadian law enforcement organizations. The Company also provides specialized law enforcement and safety products through APS Distributors, a division of PSP that services law enforcement and public safety agencies across the country. The Company, through its U.S. subsidiary Sentry Armor Systems Inc., provides body armour products to U.S. based law enforcement and private security firms. The Company also produces tactical clothing and emergency medical kits. Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.

Forward-Looking Statements:

Certain statements in this press release relating to the proposed Merger and the companies' business are "forward-looking statements" within the meaning of securities legislation. These statements include statements regarding completion of the Merger and holding of the Zuni Meeting and PSP Meeting. The companies do not intend, and do not assume any obligation, to update these forward-looking statements. These forward-looking statements represent management's best judgment based on current facts and assumptions that management considers reasonable, including that the parties will be able to consummate Merger as set out in the Arrangement Agreement, that all necessary approvals will be obtained from the shareholders of Zuni and PSP, that all third party regulatory and governmental approvals to the Merger will be obtained and all other conditions to completion of the Merger will be satisfied or waived. The companies make no representation that reasonable business people in possession of the same information would reach the same conclusions. Forward-looking statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents which may be filed with applicable Canadian securities regulatory authorities and the TSX Venture Exchange could cause results to differ materially from those stated.

Review by TSX Venture Exchange or its Other Regulation Services Provider: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • For Zuni:
    Zuni Holdings Inc.
    Dirk Schlimm
    Chairman
    (416) 361-6068
    or
    Zuni Holdings Inc.
    Nicholas Dobbek
    Corporate Secretary
    (416) 361-6068
    or
    For PSP:
    Pacific Safety Products Inc.
    Terry Vaudry
    Director
    (613) 254-9488