NTI Newmerical Inc. Shareholders Approve Share Consolidation and Privatization
02 Dezember 2009 - 9:22PM
Marketwired
NTI Newmerical Inc. ("NTI" or the "Corporation") (TSX VENTURE: CFD)
announces today that its shareholders have approved, at NTI's
shareholder meeting held today (the "Meeting"), a special
resolution authorizing the amendment of the Corporation's articles
to effect the going private transaction by way of consolidation of
its common shares at a ratio of one new common share for every
100,000 existing common shares (the "Consolidation"). Under the
Consolidation, any shareholder holding less than one new common
share will cease to be a shareholder of the Corporation. Fractions
of new common shares will be cancelled and NTI will pay a
consideration of $0.04 for each common share that forms part of
such a fraction, whether or not it is held by a person who will
remain a shareholder of NTI post-Consolidation.
The special resolution submitted to the Corporation's
shareholders requested their approval of the Consolidation, of
NTI's application to the TSX Venture Exchange (the "TSX-V") to
delist its common shares and of NTI's application to the securities
regulatory authorities to cease to be a reporting issuer in Canada.
Of the shares voted at the meeting, approximately 98% overall
(including shares held by the Corporation's directors) and
approximately 93% of shares held by disinterested shareholders
(excluding the shares held by the Corporation's directors) were in
favour of the special resolution.
NTI will immediately apply to the TSX-V to delist its common
shares from that stock exchange. Upon the delisting of its shares,
NTI intends to file articles of amendment to implement the
Consolidation. Upon receiving these articles of amendment, NTI
intends to apply to the regulatory authorities in British Columbia,
Alberta and Quebec to cease to be a reporting issuer in those
jurisdictions. Once its reporting issuer status is revoked in each
of those provinces, NTI would cease to be a public company and
revert to privately-held status, its common shares held
proportionately by those shareholders who receive at least one new
common share.
For more information on the Consolidation, the delisting
application and the privatization generally, see NTI's circular
dated November 10, 2009 available at www.sedar.com.
Forward-Looking Statements
Certain statements contained in this news release, including
statements regarding the delisting application, the amendment to
NTI's articles and the revocation of its status as a reporting
issuer, constitute forward-looking statements. Such statements,
based as they are on the current expectations of management,
inherently involve risks and uncertainties, known and unknown, many
of which are beyond NTI's control. Such risks include the
discretion afforded to the TSX-V and the securities regulatory
authorities. There is no guarantee that the transactions described
in this news release will occur. These statements speak only as of
the date made and NTI is under no obligation and disavows any
intention to update or revise such statements as a result of any
event, circumstances or otherwise.
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.
Contacts: NTI Newmerical Inc. Dr. Wagdi G. Habashi President and
Chief Executive Officer 514-592-8163
wagdi.habashi@newmerical.com
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