VICTORIA, BC, CANADA Carmanah Technologies Corporation (TSX:CMH) (the “Company” or “Carmanah”) announce today the completion of the previously announced plan of arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “Arrangement”), whereby CMH Acquisition Corp. (“CMH”) has acquired all of the issued and outstanding common shares of the Company (the “Common Shares”) it did not already own for C$7.35 per Common Share for aggregate proceeds of $85,887,344.55.
Prior to the completion of the Arrangement, CMH acquired 5,755,967 Common Shares from James Meekison, Terry Holland, and John Simmons, or entities controlled by them, in exchange for certain shares and promissory notes of CMH.
With the Arrangement now complete, the Company has applied to de-list the Common Shares from the Toronto Stock Exchange, and expects to apply to cease to be a reporting issuer under applicable Canadian securities laws.
Former shareholders of the Company who have questions or require assistance with submitting their Common Shares in connection with the Arrangement may direct their questions to Computershare Investor Services Inc. who is acting as depositary in connection with the Arrangement, by telephone at 1 (800) 564- 6253 or by email at email@example.com.
For more information on the Arrangement, please see the news releases previously issued by the Company along with the Company’s management information circular dated July 4, 2019 prepared in connection with the Arrangement, all of which are available under the Company’s profile at www.sedar.com. An early warning report has been filed with the applicable securities regulators with respect to the foregoing matters pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the early warning report will be available on Carmanah’s issuer profile on SEDAR at www.sedar.com or by contacting Carmanah.
About Carmanah Technologies Corporation (the Amalgamated Company)
CMH was a newly incorporated special purpose vehicle created for the purchase of all of the issued and outstanding Common Shares and it was controlled by two of the former directors of the Company, James Meekison and Terry Holland. Effective as of August 16, 2019, CMH expects to amalgamate with the Company under s. 273 of the Business Corporations Act (British Columbia) and continued as one company (the “Amalgamated Company”). The Amalgamated Company expects to change its name to and continue to use the name “Carmanah Technologies Corporation”. The Amalgamated Company will continue the business formally conducted by the Company, which involves designing, developing and distributing a portfolio of products focused on energy optimized LED solutions for infrastructure.
Carmanah Technologies Corporation (the Amalgamated Company):
John Simmons, (250) 380-0052
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, de-listing of the Common Shares from the Toronto Stock Exchange, the application to cease to be a reporting issuer under applicable Canadian securities laws and the amalgamation of the Amalgamated Company. 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 the Company 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. The Company 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 de-listing of the Common Shares from the Toronto Stock Exchange is delayed, the risk the order to cease to be a reporting issuer under applicable Canadian securities laws is not granted in a timely manner and the risk that the amalgamation is delayed or not completed in a timely manner.
For additional information on these risks and uncertainties, see the Company’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 the Company. Accordingly, readers should not place undue reliance on forward-looking statements. The Company h does not assume any obligation to update the forward-looking information contained in this press release, unless required by law.