ENGINEERING.com Incorporated Announces Shareholder Approval of Proposal to Take ENGINEERING.com Incorporated Private at $0.03...
20 December 2013 - 7:47AM
Marketwired
ENGINEERING.com Incorporated Announces Shareholder Approval of
Proposal to Take ENGINEERING.com Incorporated Private at $0.03 Per
Share
TORONTO, ONTARIO--(Marketwired - Dec 19, 2013) - ENGINEERING.com
Incorporated (TSX-VENTURE:EGN), a digital media company that
informs, inspires and engages engineers, today announced
shareholder approval of a proposal (the "Proposal") to take
ENGINEERING.com private by way of a share consolidation. The share
consolidation was subject to the approval of 2/3 of the Common
Shares voted at ENGINEERING.com's special meeting of shareholders
today as well as the approval of a majority of the votes cast by
minority shareholders pursuant to the requirements of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions.
Under the Proposal,
the going private transaction will be accomplished through the
consolidation of ENGINEERING.com's issued and outstanding Common
Shares. The consolidation of the Common Shares will be completed on
the basis of one new common share for each 350,000 Common Shares
now outstanding (the "Consolidation). Those shareholders who would
otherwise have been entitled to receive fractional shares will
instead be paid $0.03 in cash per Common Share held by them prior
to the consolidation (the "Consolidation Price"). Those
shareholders of ENGINEERING.com who hold at least 350,000 Common
Shares prior to the Consolidation, will be the only shareholders of
ENGINEERING.com following the Consolidation.
Of the Company's
43,870,623 outstanding shares, 37,372,725 (85.2%) were represented
at the meeting. Of those shares represented, 37,107,525 (99.3%)
voted in favour of the Consolidation. There were 11,237,465 shares
represented at the meeting that were held by shareholders
considered to be minority security holders for the purposes of
Multilateral Instrument 61-101. Of those shares held by minority
security holders, 10,972,265 (97.6%) voted in favour of the
Consolidation.
The Consolidation
will occur on or about December 30, 2013 and will be concluded on
an account by account basis. Accordingly, any shareholder who holds
350,000 or more shares in aggregate, but who holds those shares in
multiple accounts, may wish to consolidate those accounts into a
single holding in order to remain a shareholder of
ENGINEERING.com.
Subject to the
acceptance of the TSX Venture Exchange, ENGINEERING.com intends to
file articles of amendment to effect the Consolidation. Once the
Consolidation is completed, ENGINEERING.com intends to apply to
have its Common Shares delisted from the TSX Venture Exchange and
intends to apply to cease to be a reporting issuer with the
applicable securities regulatory authorities.
ENGINEERING.com
proposes to complete the going private transaction in order to
eliminate the financial burden of continuing as a reporting issuer.
ENGINEERING.com believes that the anticipated time, costs and
regulatory requirements that are entailed in meeting the legal
obligations to public shareholders cannot be justified in view of
its present circumstances, including a history of very low trading
volumes and a limited number of public shareholders.
About ENGINEERING.com
Incorporated
ENGINEERING.com
Incorporated (TSX-VENTURE:EGN) inspires, informs and entertains a
worldwide audience of engineers through the www.ENGINEERING.com web
site, mobile and social media channels. ENGINEERING.com offers
marketing services to manufacturers, technology inventors and
engineering academia. The ENGINEERING.com Incorporated head office
is located in Mississauga, Ontario, Canada and can be reached at
905-273-9991, by facsimile at 905-273-6691 or through the Internet
at www.ENGINEERING.com.
ENGINEERING.com Incorporated Head
Office905-273-9991905-273-6691www.ENGINEERING.com
Engineering.Com Incorporated (TSXV:EGN)
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