CHC Files Management Information Circular for Special Meeting of Shareholders
04 April 2008 - 8:19PM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX: FLY.A)(TSX: FLY.B)(NYSE: FLI)
today announced that CHC has filed its management information
circular and related proxy materials with the Canadian provincial
securities regulatory authorities and the U.S. Securities and
Exchange Commission in preparation for the special shareholder
meeting to be held on April 29, 2008 in Richmond (Vancouver),
British Columbia to consider a special resolution to approve an
arrangement under the Canada Business Corporations Act. The
circular and related proxy materials are available at www.chc.ca,
as well as on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
The management information circular contains a unanimous
recommendation from CHC's Board of Directors to vote for the
special resolution approving the arrangement. Under the terms of
the arrangement, an affiliate of a fund managed by First Reserve
Corporation will acquire all of CHC's outstanding Class A
Subordinate Voting Shares and Class B Multiple Voting Shares for
cash consideration of Cdn.$32.68 per share for an aggregate
consideration of approximately Cdn.$1.5 billion.
The price of Cdn.$32.68 per Class A Subordinate Voting Share and
Class B Multiple Voting Share to be received under the arrangement
represents a premium of 45.3% and 41.0%, respectively, over the
average trading price of such shares on the TSX for the three-month
period ending on February 21, 2008, the last trading day prior to
the public announcement of the transaction.
Holders of Class A Subordinate Voting Shares, Class B Multiple
Voting Shares and Ordinary Shares of record as of the close of
business (Toronto time) on March 28, 2008 will be entitled to
receive notice of, and vote at, the meeting. The management
information circular, which shareholders should receive in the
coming days, provides important information on the arrangement,
including voting procedures.
Completion of the arrangement is subject to a number of
conditions, some of which are beyond CHC's and the purchaser's
control; accordingly, the exact timing of implementation of the
arrangement is not currently known. CHC and the purchaser currently
expect the closing to occur in June 2008.
One of the conditions to completion of the arrangement is that
the special resolution approving the arrangement receive the
approval of two-thirds of the votes cast by holders of outstanding
Class A Subordinate Voting Shares (one vote per share), Class B
Multiple Voting Shares (10 votes per share) and Ordinary Shares
(one vote for every 10 shares) present in person or represented by
proxy at the meeting, voting together as a single class. In
accordance with Canadian securities laws, the special resolution
will also need to be approved by a majority of the votes cast by
holders of outstanding Class A Subordinate Voting Shares, Class B
Multiple Voting Shares and the Ordinary Shares present in person or
represented by proxy at the meeting, each voting as a separate
class, and in each case excluding shares beneficially owned or over
which control or direction is exercised by certain members of
management of CHC who will be acquiring equity in an affiliate of
the purchaser.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements relating
to the proposed acquisition of CHC Helicopter Corporation,
including statements regarding the completion of the proposed
transaction and other statements that are not historical facts.
Such forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place
undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a
number of terms and conditions, including, without limitation: (i)
applicable governmental authorities approvals, (ii) required CHC
shareholder approval, (iii) necessary court approvals, and (iv)
certain termination rights available to the parties under the
arrangement agreement. These approvals may not be obtained, the
other conditions to the transaction may not be satisfied in
accordance with their terms, and/or the parties to the arrangement
agreement may exercise their termination rights, in which case the
proposed transaction could be modified, restructured or terminated,
as applicable.
The forward-looking statements in this news release are made as
of the date of this release. Except as may be required by Canadian
securities laws, we do not undertake any obligation to update or
revise any forward-looking statements contained in this press
release, whether as a result of new information, future events or
otherwise. We undertake no obligation to comment on expectations
of, or statements made by third parties in respect of the proposed
transaction. For additional information with respect to certain of
these and other assumptions and risks, please refer to CHC's
current amended annual report or Form 20-F/A and CHC's management
information circular dated March 28, 2008, each filed with the
Canadian securities commissions (available at www.sedar.com) and
the U.S. Securities and Exchange Commission (available at
www.sec.gov). These documents are also available on CHC's website
at www.chc.ca.
About CHC
CHC is the world's largest provider of helicopter services to
the global offshore oil and gas industry, with aircraft operating
in more than 30 countries worldwide. If you wish to be added to
CHC's news distribution list, please visit
http://www.chc.ca/investor_materialrequest.php.
Contacts: Kingsdale Shareholder Services Inc. 1-866-879-7650
(within North America) or (416) 867-2272 (outside North
America)
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