Garneau Inc. Announces Special Shareholder Meeting to Consider Liquidation and Dissolution
27 September 2011 - 6:55AM
PR Newswire (Canada)
NISKU, AB, Sept. 28, 2011 /CNW/ - Garneau Inc. ("Garneau" or the
"Corporation") announces that a special meeting of shareholders
(the "Meeting") of the Corporation will be held on November 7, 2011
to consider and, if thought advisable, pass, a resolution (the
"Resolution") which would approve: (i) the liquidation of the
Corporation; (ii) the distribution of the remaining assets of the
Corporation, which is expected to be a small amount of cash; and
(iii) the dissolution of the Corporation, all in accordance with
the requirements of the Business Corporations Act (Alberta) and
pursuant to a plan of liquidation and dissolution (the "Plan"). The
Resolution must be approved by two-thirds of the votes cast at the
Meeting. Completion of the transactions to be
approved at the Meeting also remains subject to stock exchange and
other applicable regulatory approvals. Garneau has ceased its
active business operations. The decision to put the
Resolution to the shareholders of Garneau at the Meeting resulted
from a review of the alternatives available to the Corporation by
the board of directors of the Corporation in its continuing efforts
to preserve shareholder value in the context of no business
prospects and a small remaining amount of cash that will continue
to be depleted with the stock exchange and reporting issuer
compliance requirements that Garneau is bound by. In this
context and considering the fact that the implementation of the
Plan presents the possibility that the shareholders may receive a
liquidating distribution of cash, the board of directors of Garneau
unanimously recommends that shareholders vote in favor of the
Resolution. Garneau anticipates that a proxy and information
circular for the Meeting, which will provide greater detail on the
transactions referenced in this press release, will be mailed to
shareholders very shortly and will be available at www.sedar.com.
Forward-Looking Information Certain information contained herein
constitutes forward-looking statements. Forward-looking statements
are frequently characterized by words such as "may", "plan",
"expect", "project", "intend", "believe", "anticipate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. Forward-looking statements are based on the
opinions and estimates of management at the date the statements are
made and are subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
In particular, this document contains forward-looking statements
pertaining to the completion of the liquidation and dissolution of
the Corporation and the potential existence, size and timing of a
liquidating distribution. Actual events could differ materially
from those anticipated in these forward-looking statements as a
result of certain risk factors, including the receipt of all
necessary regulatory approvals for the transactions contemplated
herein, the receipt of required shareholder approvals, the
potential for unexpected costs and expenses such that the
Corporation will not have sufficient funds to complete a
Liquidation Distribution upon the completion of the transactions
contemplated herein, the possibility that the Plan of Liquidation
is not put into effect by the Board and the ability of a claimant,
in certain circumstances, to make claims after the Corporation is
dissolved that may be satisfied through the Liquidation
Distribution from the Shareholders up to 2 years after the date of
dissolution. The forward-looking statements contained herein
are based on certain key expectations and assumptions of the
Corporation which are subject to change. Although the Corporation
considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. You are
cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. The Corporation
does not undertake to release publicly any revisions to these
forward-looking statements to reflect events or circumstances that
occur after the date hereof or to reflect the occurrence of
unanticipated events, except as may be required under applicable
securities laws. Neither 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. Garneau Inc. CONTACT: Glen Garneau
ActingPresident and CEODarlene KirkpatrickProject and
Communications ManagerPhone: (780) 974-8286Fax: (780) 955-7715
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