VICTORIA, BC, CANADA Carmanah Technologies Corporation (TSX:CMH) (the “Company” or “Carmanah”) announced the voting results from today’s special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares of the Company (the “Common Shares”) and the holders (the “Optionholders” together with the Shareholders, the “Securityholders”) of options to purchase Common Shares. At the Meeting, the Securityholders were asked to consider and, if deemed advisable, pass a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement involving CMG Acquisition Corp. (“CMH”), JDM Investment Holdings Inc. and TMH Capital Limited Partnership pursuant to Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “Arrangement”), whereby CMH will acquire all of the issued and outstanding Common Shares it does not already own for C$7.35 per Common Share.
To be effective, the Arrangement Resolution required the approval of at least: (i) two-thirds (66⅔%) of the votes cast by the Shareholders at the Meeting in person or represented by proxy; (ii) a simple majority of votes cast by Shareholders (other than those excluded for the purpose of such vote under the terms of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), present at the meeting in person or represented by proxy; and (iii) two-thirds (66⅔%) of the votes cast by the Shareholders and Optionholders voting as a single class at the Meeting in person or represented by proxy.
The Arrangement was approved by 99.65% of the votes cast by Shareholders, 99.32% of the votes cast by Shareholders excluding the votes cast in respect of Common Shares held by the Shareholders required to be excluded pursuant MI 61-101, and 99.68% of the votes cast by the Shareholders and Optionholders voting as a single class.
The Supreme Court of British Columbia (the “Court”) hearing for the final order to approve the Arrangement is expected to occur on August 15, 2019 and closing of the Arrangement is expected to occur on August 16, 2019, subject to final approval by the Court.
About Carmanah Technologies Corporation
Carmanah designs, develops and distributes a portfolio of products focused on energy optimized LED solutions for infrastructure. Since 1996, we have earned a global reputation for delivering durable, dependable, efficient and cost-effective solutions for industrial applications that perform in some of the world’ s harshest environments. We manage our business within three reportable segments: Signals, Illumination and Offshore. The Signals segment provides traffic beacons and sign solutions for the transportation industry. The Illumination segment provides solar powered LED outdoor street lights for municipal and commercial customers, while the Offshore segment specializes in the provision of comprehensive safety and marking systems for offshore wind farms.
Carmanah Technologies Corporation:
Evan Brown, (250) 380-0052
Chief Financial Officer/Corporate Secretary
This release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities legislation. All information contained herein that is not historical in nature may constitute forward-looking information. Often, but not always, forward-looking statements can be identified by the use of words such as “will” and “expected” or variations of such words and phrases. Forward-looking statements herein include, but are not limited to, statements regarding the Court granting the final order to approve the Arrangement and the expected timing for the closing of that Arrangement. Such statements are based on management’s current expectations and assumptions. Those expectations and assumptions are currently considered reasonable by management but are inherently subject to business, market and economic risks, uncertainties, and contingencies which may cause the actual results, performance, or achievements of Carmanah to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
These forward-looking statements are based on management’s current expectations and beliefs but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. Carmanah disclaims any obligation to update, or to publicly announce, any such statements, events or developments except as required by law. Risk factors include, among others: the risk that the Court will not grant the final order to approve the Arrangement, the risk that the Arrangement may not close on a timely basis, the risk that the agreement governing the Arrangement may be terminated, the risk that all conditions precedent to the closing of the Arrangement may not be satisfied and the risk that Carmanah will incur costs and may have to make a termination or expense payment.
For additional information on these risks and uncertainties, see Carmanah’s most recently filed Annual Information Form (“AIF”) and Annual MD&A (“MD&A”), which are available on SEDAR at www.sedar.com and on the Company’s website at www.carmanah.com. The risk factors identified in the AIF and MD&A are not intended to represent a complete list of factors that could affect Carmanah. Accordingly, readers should not place undue reliance on forward-looking statements. Carmanah does not assume any obligation to update the forward-looking information contained in this press release, unless required by law.